Common use of Limitations on Incidental Registration Clause in Contracts

Limitations on Incidental Registration. 2.4.1 If the registration of which VPSI gives notice pursuant to Section 2.3 above is for the purpose of permitting a disposition of securities by VPSI pursuant to a firm commitment underwritten offering, the notice shall so state, and VPSI shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by shareholders of VPSI if requested to do so in good faith by the managing underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. Notwithstanding the foregoing, VPSI shall not grant to any shareholder incidental registration rights which could reduce the number of shares includable by holders of Registrable Stock in an incidental registration without the consent of the holders of at least 51% of the Registrable Stock. 2.4.2 Whenever the number of shares which may be registered pursuant to Section 2.3 is limited by the provisions of Section 2.4.1 above, VPSI shall have priority as to sales over the holders of Registrable Stock, and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow VPSI to include all the shares which VPSI desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 above shall share pro rata (as a single class) in the available portion of the registration in question, such sharing to be based upon the number of shares of such stock then held by each of such holders, respectively.

Limitations on Incidental Registration. 2.4.1 If the registration of which VPSI gives notice pursuant to Section 2.3 above is for the purpose of permitting a disposition of securities by VPSI pursuant to a firm commitment underwritten offering, the notice shall so state, and VPSI (a) The Corporation shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Stock to be included therein by shareholders stockholders of VPSI the Corporation if requested to do so in writing and good faith by the managing underwriter or agent of the offering and only offering. Only securities which are to be included in the underwriting may be included in the registration. Notwithstanding NetSelect shall deliver a copy of such written request to the foregoing, VPSI shall not grant to any shareholder incidental registration rights which could reduce the number of shares includable by holders of Registrable Stock in an incidental registration without the consent of the holders of at least 51% of the Registrable StockEnterprise Shareholder. 2.4.2 (b) Whenever the number of shares of Registrable Stock which may be registered pursuant to Section 2.3 12.2 is limited by the provisions of Section 2.4.1 above12.3(a) hereof, VPSI shall have priority as the Corporation will include in such registration, (i) first, the securities the Corporation proposes to sales over sell, (ii) second, the shares of Registrable Stock requested to be sold by the holders of Registrable Stock, Stock and each holder hereby agrees that it shall withdraw its securities from such other shares of NetSelect Common Stock requested to be included in the registration to by stockholders of the extent necessary to allow VPSI Corporation who have the contractual right to include all or a portion of their shares in the shares which VPSI desires to sell for its own account registration, on a pro rata basis, and (iii) third, any other securities of the Corporation requested to be included within in such registration. The holders of Registrable Stock given rights by Section 2.3 above shall share registration on a pro rata basis; provided, that, if, at level -------- (as a single classii) in the available portion of the registration in questionabove, any such sharing holder would thus be entitled to include more shares than such holder requested to be registered, the excess will be allocated among the other requesting holders pro rata based upon the number of shares owned by such --- ---- holders of such stock then held by each of such holdersRegistrable Stock and other stockholders. (c) Notwithstanding anything to the contrary contained in this Section, respectivelythe Corporation may decide, in its sole and absolute discretion, not to proceed with or to discontinue any registration commenced or proposed to be commenced under Section 12.2 hereof.

Limitations on Incidental Registration. 2.4.1 (a) If the registration of which VPSI the Company gives notice pursuant to Section 2.3 4 above is for the purpose of permitting a disposition of securities by VPSI the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and VPSI the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by shareholders of VPSI the Company if requested to do so in good faith by the managing underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. Notwithstanding the foregoing, VPSI the Company shall not grant to any shareholder incidental registration rights which could would reduce the number of shares includable by holders of Registrable Stock in an incidental registration without the consent of the holders of at least 51% of the Registrable Stock. 2.4.2 (b) Whenever the number of shares which may be registered pursuant to Section 2.3 4 is limited by the provisions of Section 2.4.1 5.(a) above, VPSI the Company shall have priority as to sales over the holders of Registrable Stock, and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow VPSI the Company to include all the shares which VPSI the Company desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 4 above shall share pro rata (as a single class) in the available portion of the registration in question, such sharing to be based upon the number of shares of such stock then held by each of such holders, respectively.

Limitations on Incidental Registration. 2.4.1 (a) If the registration of which VPSI the Company gives notice pursuant to Section 2.3 6.3 above is for the purpose of permitting a disposition of securities by VPSI the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and VPSI the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by shareholders of VPSI the Stockholders if requested to do so in good faith by the managing underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. Notwithstanding the foregoing, VPSI shall not grant to any shareholder incidental registration rights which could reduce the number of shares includable by holders of Registrable Stock in an incidental registration without the consent of the holders of at least 51% of the Registrable Stock. 2.4.2 (b) Whenever the number of shares which may be registered pursuant to Section 2.3 6.3 is limited by the provisions of Section 2.4.1 6.4(a) above, VPSI the holders of Registrable Stock shall have priority as to sales over the other holders of the Company’s securities, and the Company shall cause such other holders to withdraw their shares from such offering to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 6.3 is still limited by the provisions of Section 6.4(a) above, after the withdrawal of the other holders of the Company’s securities, the Company shall have priority as to sales over the holders of Registrable Stock, Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow VPSI the Company to include all the shares which VPSI the Company desires to sell for its own account to be included within such registration. The holders ; provided, however, that in no event shall less than twenty-five percent (25%) of the Registrable Stock given rights by Section 2.3 above shall share pro rata (as a single class) in the available portion of the registration in question, such sharing requested to be based upon the number of shares of registered pursuant to this Section 6.4 be included in such stock then held by each of such holders, respectivelyregistration.

Limitations on Incidental Registration. 2.4.1 If the registration of which VPSI the Company gives notice pursuant to Section 2.3 7.1 above is for the purpose of permitting a disposition of securities by VPSI the Company pursuant to a firm commitment an underwritten offering, the notice shall so state, and VPSI the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by shareholders of VPSI the Applicable Holders if requested to do so in good faith by the managing underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. Notwithstanding the foregoing, VPSI shall not grant to any shareholder incidental registration rights which could reduce the number of shares includable by holders of Registrable Stock in an incidental registration without the consent of the holders of at least 51% of the Registrable Stock. 2.4.2 Whenever the number of shares Shares which may be registered pursuant to Section 2.3 7.1 is limited by the provisions of this Section 2.4.1 above7.2, VPSI the Applicable Holders shall have priority as to sales over the other holders of Registrable Stockthe Company’s securities, and the Company shall cause such other holders to withdraw their shares from such offering to the extent necessary to allow all Applicable Holders to include all of the Shares so requested to be included within such registration. Whenever the number of Shares which may be registered pursuant to Section 7.1 is still limited by the provisions of this Section 7.2, after the withdrawal of the other holders of the Company’s securities, the Company shall have priority as to sales over the Applicable Holders, and each holder Applicable Holder hereby agrees that it shall withdraw its securities Shares, on a pro rata basis with all other Applicable Holders, from such registration to the extent necessary to allow VPSI the Company to include all the shares which VPSI the Company desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 above shall share pro rata (as a single class) in the available portion of the registration in question, such sharing to be based upon the number of shares of such stock then held by each of such holders, respectively.