Common use of Limitation on Registration Rights Clause in Contracts

Limitation on Registration Rights. If the managing underwriters in connection with such registration advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration shares of the Company’s capital stock requested to be included therein by the Company, any other Person who has registration rights, and such additional shares of the Company’s capital stock requested to be included in such registration, including any Purchaser Stock, pro rata among all holders of such shares of the Company’s capital stock on the basis of the number of shares owned by each such holder; provided, however, that if such managing underwriters advise the Company that the allocations in the immediately preceding sentence would have an adverse impact on the proposed sale of securities, the Company shall include in such registration (i) first, any shares of the Company’s capital stock requested to be included therein by the Company and any other Person who has registration rights (other than any parties, including Purchaser, exercising piggy-back registration rights), (ii) second, consistent with the other provisions of this subsection 6(b), such additional shares of the Company’s capital stock requested to be included in such registration, including any Purchaser Stock, pro rata among all holders of such shares of the Company’s capital stock on the basis of the number of shares owned by each such holder.