LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration involving an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the registration statement of all Registrable Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities to be included in the registration statement, to the extent such Registrable Securities may be included in such Piggyback Registration Statement, shall be allocated among all Holders who had requested Piggyback Registration pursuant to the terms hereof, in the proportion that the number of Registrable Securities which each such Holder, including Dunwoody, seeks to register bears to the total number of Registrable Securities sought to be included by all Holders, including Dunwoody. If required by the managing underwriter of such an underwritten public offering, the Holders shall enter into a reasonable agreement limiting the number of Registrable Securities to be included in such Piggyback Registration Statement and the terms, if any, regarding the future sale of such Registrable Securities.
LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration on an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the registration statement of all Registrable Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities to be included in the registration statement shall be allocated among all Holders who had requested Piggyback Registration, in the proportion that the number of Registrable Securities which each such Holder, including Xxxxxx Investments, seeks to register bears to the total number of Registrable Securities sought to be included by all Holders, including Xxxxxx Investments.
LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration on an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the registration of all securities which persons holding securities that have piggyback registration rights have requested be included therein would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities which the Holders entitled to participate in a Piggyback Registration have requested be included in such a registration shall be allocated among all persons holding securities that have piggyback registration rights on a pro-rata basis.
LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration on an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the registration statement of all Registrable Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities to be included in the registration statement shall be allocated among all Holders who had requested Piggyback Registration, in the proportion that the number of Registrable Securities which each such Holder seeks to register bears to the total number of Registrable Securities sought to be included by all Holders.
LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration on an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the Piggyback Registration Statement of all Registrable Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities to be included in the Piggyback Registration Statement, to the extent such Registrable Securities may be included in such Piggyback Registration Statement shall be allocated among all Holders who had requested Piggyback Registration pursuant to the terms hereof, in the proportion that the number of Registrable Securities which each such Holder, including Xxxxxx, seeks to register bears to the total number of Registrable Securities sought to be included by all Holders, including Xxxxxx.
LIMITATION ON OBLIGATIONS TO REGISTER. Anything in this Article 10 to the contrary notwithstanding:
LIMITATION ON OBLIGATIONS TO REGISTER. (a) In the case of a Piggyback Registration on an underwritten public offering by the Company, if the managing underwriter determines and advises in writing that the inclusion in the Piggyback Registration Statement of all Registrable Securities proposed to be included would interfere with the successful marketing of the securities proposed to be registered by the Company, then the number of such Registrable Securities to be included in the Piggyback Registration Statement, to the extent such Registrable Securities may be included in such Piggyback Registration Statement shall be allocated among all Holders who had requested Piggyback Registration pursuant to the terms hereof, in the proportion that the number of Registrable Securities which each such Holder, including Swartz, seeks to register xxxxx to the total number of Registrable Securities sought to be included by all Holders, including Swartz. (x) Xx the event the Company believes that shares sought to be registered under Section 2 or Section 3 by Holders do not constitute "Registrable Securities" by virtue of Section l(b) of this Agreement, and the status of those shares as Registrable Securities is disputed, the Company shall provide, at its expense, an opinion of counsel, reasonably acceptable to the Holders of the Registrable Securities at issue (and satisfactory to the Company's transfer agent to permit the sale and transfer) that those securities may be sold immediately, without a volume limitation and without registration under the Act, by virtue of Rule 144 or similar provisions. 5. OBLIGATIONS OF THE COMPANY. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. 3
LIMITATION ON OBLIGATIONS TO REGISTER. Notwithstanding anything -------------------------------------- to the contrary herein, the Company shall have the right (i) to defer the initial filing or request for acceleration of effectiveness of the Registration Statement or (ii) after effectiveness, to suspend effectiveness of such registration statement, if, in the good faith judgment of the board of directors of the Company and upon the advice of counsel to the Company, such delay in filing or requesting acceleration of effectiveness or such suspension of effectiveness is necessary in light of (i) the requirement by any underwriter in a public offering by the Company that such Registration Statement be delayed or suspended or (ii) the existence of material non-public information (financial or otherwise) concerning the Company, disclosure of which at the time is not, in the opinion of the board of directors of the Company upon the advice of counsel, (A) otherwise required and (B) in the best interests of the Company.
LIMITATION ON OBLIGATIONS TO REGISTER. Anything in this Section 9 to the contrary notwithstanding:
LIMITATION ON OBLIGATIONS TO REGISTER. Anything in this Agreement to the contrary notwithstanding:
