Common use of LIMITATIONS ON PIGGYBACK/INCIDENTAL REGISTRATION Clause in Contracts

LIMITATIONS ON PIGGYBACK/INCIDENTAL REGISTRATION. (a) If the registration of which the Company gives notice pursuant to Section 2.1 above is for the purpose of permitting the disposition of securities by the Company or any other Person pursuant to a firm commitment underwritten offering, the Company shall so advise the U.S. Holders as a part of the Company Notice given pursuant to SECTION 2.1. In such event, the right of the U.S. Holders to registration pursuant to SECTION 2.1 shall be conditioned upon the applicable U.S. Holder's participation in such underwriting (if any), and the inclusion of Registrable Shares in the offering and/or underwriting shall be limited to the extent provided herein. U.S. Holders shall sell the Registrable Shares included in such offering to or through the Underwriter(s) (if any) of the securities being registered for the account of the Company (or otherwise selected by the Company, in its sole discretion, to manage such underwriting) upon terms generally comparable to the terms applicable to the Company (except that the Company shall bear all Registration Expenses to the extent provided in SECTION 4). (b) If requested in writing to do so in good faith by the managing Underwriter of an underwritten offering, the Company shall have the right to limit the aggregate size of the offering or decrease the number of Registrable Shares to be included therein by U.S. Holders to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing Underwriter, and only securities which are to be included in the underwriting may be included in the registration. U.S. Holders selling Registrable Shares in the underwritten offering shall (together with the Company and other holders of the Registrable Securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing Underwriter selected for such underwriting by the Company. (c) Notwithstanding any other provision of this SECTION 2.2, if the managing Underwriter (or, if there is no managing Underwriter, then the Company) determines that marketing factors or its contractual obligations with respect to Priority Shares require a limitation of the number of securities to be underwritten or offered, then the Company shall so advise all holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities requesting to be included in the registration and underwriting as follows: a. Whenever the number of shares which may be registered pursuant to SECTION 2.1 is limited by the provisions of SECTION 2.2, the U.S. Holders shall have priority as to sales over the other holders of the Company's securities without registration rights, and the Company shall cause such other holders to withdraw from such offering to the extent necessary to allow the U.S. Holders to include all of the shares so requested to be included within such registration. b. Whenever the number of shares which may be registered pursuant to SECTION 2.1 is still limited by the provisions of this SECTION 2.2, after the withdrawal of the other holders of the Company's securities, the Company, together with the holders of Priority Shares that have the right to participate in the firm commitment underwritten offering pursuant to registration rights granted by the Company (but only to the extent required by the terms of any grants of such registration rights), shall have priority as to participation in such registration over U.S. Holders. In furtherance thereof, each U.S. Holder further agrees that he shall withdraw his Registrable Shares from such registration to the extent necessary to allow the Company to include (A) seventy percent (70%) of the securities which the Company desires to sell for its own account, and (B) all shares of Registrable Securities which are required to be included in such registration pursuant to the exercise of any demand registration rights which entitle the holder thereof to include Registrable Securities in such registration. c. The U.S. Holders, along with the holders of Registrable Securities that have the right to participate in the firm commitment underwritten offering pursuant to incidental registration rights granted by the Company after the date of this Agreement, shall, unless such incidental registration rights provide to the contrary, share in the available amount of securities which may be included in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement from and to the extent the Company may reasonably bind such other holders to do so, except that Registrable Securities (other than Priority Shares), shall be excluded in proportion, as nearly as practicable, to the respective amounts of such securities held by the holders thereof at the time of filing the registration statement before any Priority Shares requested to be included in the registration and underwriting are excluded. d. In making the determinations contemplated by SECTION 2.1, a managing Underwriter or the Company may consider whether the inclusion of any securities will affect the number of securities that can be sold in an orderly fashion within a price range acceptable to the Company (or, if the Company is not selling any securities in such registration, to the prospective selling holders) and the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure the right of U.S. Holders to participate in any registration. e. If (A) as a result of the proration provisions of this SECTION 2.2, a U.S. Holder is not entitled to include all such Registrable Shares which such U.S. Holder requested to include in such registration, or (B) the terms of the proposed compensation to the Underwriters change in a manner materially adverse to the U.S. Holders from those described in the Company Notice, any U.S. Holders may by notice in writing elect to withdraw his request to include any Registrable Shares in such registration (a "Withdrawal Election"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and such U.S. Holder shall no longer have any right to include any Registrable Shares in the registration as to which such Withdrawal Election was made. U.S. Holders shall give any Withdrawal Election as promptly as possible and, in no event, later than five (5) business days after notice of the terms of the proposed underwriting. f. 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 any holder of Registrable Securities to the nearest 100 shares. g. The Company shall use its reasonable best efforts to provide that the number of shares of Registrable Securities required to satisfy any Underwriters' over-allotment option shall be allocated pro rata among the Company and all holders of securities to be included in the offering on the basis of the relative number of securities otherwise to be included by each of them in the registration provided that the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure such allocation.

LIMITATIONS ON PIGGYBACK/INCIDENTAL REGISTRATION. (a) If the registration of which the Company gives notice pursuant to Section SECTION 2.1 above is for the purpose of permitting the disposition of securities by the Company or any other Person pursuant to a firm commitment underwritten offering, the Company shall so advise the U.S. Holders as a part of the Company Notice given pursuant to SECTION 2.1. In such event, the right of the U.S. Holders to registration pursuant to SECTION 2.1 shall be conditioned upon the applicable U.S. Holder's participation in such underwriting (if any), and the inclusion of Registrable Shares in the offering and/or underwriting shall be limited to the extent provided herein. U.S. Holders shall sell the Registrable Shares included in such offering to or through the Underwriter(s) (if any) of the securities being registered for the account of the Company (or otherwise selected by the Company, in its sole discretion, to manage such underwriting) upon terms generally comparable to the terms applicable to the Company (except that the Company shall bear all Registration Expenses to the extent provided in SECTION 4). (b) . If requested in writing to do so in good faith by the managing Underwriter of an underwritten offering, the Company shall have the right to limit the aggregate size of the offering or decrease the number of Registrable Shares to be included therein by U.S. Holders to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing Underwriter, and only securities which are to be included in the underwriting may be included in the registration. U.S. Holders selling Registrable Shares in the underwritten offering shall (together with the Company and other holders of the Registrable Securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing Underwriter selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this SECTION 2.2, if the managing Underwriter (or, if there is no managing Underwriter, then the Company) determines that marketing factors or its contractual obligations with respect to Priority Shares require a limitation of the number of securities to be underwritten or offered, then the Company shall so advise all holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities requesting to be included in the registration and underwriting as follows: a. (i) Whenever the number of shares which may be registered pursuant to SECTION 2.1 is limited by the provisions of SECTION 2.2subsection (a), the U.S. Holders shall have priority as to sales over the other holders of the Company's securities without registration rights, and the Company shall cause such other holders to withdraw from such offering to the extent necessary to allow the U.S. Holders to include all of the shares so requested to be included within such registration. b. (ii) Whenever the number of shares which may be registered pursuant to SECTION 2.1 is still limited by the provisions of this SECTION 2.2, after the withdrawal of the other holders of the Company's securities, the Company, together with the holders of Priority Shares that have the right to participate in the firm commitment underwritten offering pursuant to registration rights granted by the Company (but only to the extent required by the terms of any grants of such registration rights), shall have priority as to participation in such registration over U.S. Holders. In furtherance thereof, each U.S. Holder further agrees that he shall withdraw his Registrable Shares from such registration to the extent necessary to allow the Company to include (A) seventy percent (70%) of the securities which the Company desires to sell for its own account, and (B) all shares of Registrable Securities which are required to be included in such registration pursuant to the exercise of any demand registration rights which entitle the holder thereof to include Registrable Securities in such registration. c. (iii) The U.S. Holders, along with the holders of Registrable Securities that have the right to participate in the firm commitment underwritten offering pursuant to incidental registration rights granted by the Company after the date of this Agreement, shall, unless such incidental registration rights provide to the contrary, share in the available amount of securities which may be included in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement from and to the extent the Company may reasonably bind such other holders to do so, except that Registrable Securities (other than Priority Shares), shall be excluded in proportion, as nearly as practicable, to the respective amounts of such securities held by the holders thereof at the time of filing the registration statement before any Priority Shares requested to be included in the registration and underwriting are excluded. d. (iv) In making the determinations contemplated by SECTION 2.1, a managing Underwriter or the Company may consider whether the inclusion of any securities will affect the number of securities that can be sold in an orderly fashion within a price range acceptable to the Company (or, if the Company is not selling any securities in such registration, to the prospective selling holders) and the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure the right of U.S. Holders to participate in any registration. e. (v) If (A) as a result of the proration provisions of this SECTION 2.22.2 (a), a U.S. Holder is not entitled to include all such Registrable Shares which such U.S. Holder requested to include in such registration, or (B) the terms of the proposed compensation to the Underwriters change in a manner materially adverse to the U.S. Holders from those described in the Company Notice, any U.S. Holders may by notice in writing elect to withdraw his request to include any Registrable Shares in such registration (a "Withdrawal ElectionWITHDRAWAL ELECTION"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and such U.S. Holder shall no longer have any right to include any Registrable Shares in the registration as to which such Withdrawal Election was made. U.S. Holders shall give any Withdrawal Election as promptly as possible and, in no event, later than five (5) business days after notice of the terms of the proposed underwriting. f. (vi) 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 any holder of Registrable Securities to the nearest 100 shares. g. (vii) The Company shall use its reasonable best efforts to provide that the number of shares of Registrable Securities required to satisfy any Underwriters' over-allotment option shall be allocated pro rata among the Company and all holders of securities to be included in the offering on the basis of the relative number of securities otherwise to be included by each of them in the registration provided that the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure such allocation.

LIMITATIONS ON PIGGYBACK/INCIDENTAL REGISTRATION. (a) If the ------------------------------------------------ registration of which the Company gives notice pursuant to Section 2.1 above is ----------- for the purpose of permitting the disposition of securities by the Company or any other Person pursuant to a firm commitment underwritten offering, the Company shall so advise the U.S. Holders as a part of the Company Notice given pursuant to SECTION Section 2.1. In such event, the right of the U.S. Holders to ----------- registration pursuant to SECTION Section 2.1 shall be conditioned upon the applicable ----------- U.S. Holder's participation in such underwriting (if any), and the inclusion of Registrable Shares in the offering and/or underwriting shall be limited to the extent provided herein. U.S. Holders shall sell the Registrable Shares included in such offering to or through the Underwriter(s) (if any) of the securities being registered for the account of the Company (or otherwise selected by the Company, in its sole discretion, to manage such underwriting) upon terms generally comparable to the terms applicable to the Company (except that the Company shall bear all Registration Expenses to the extent provided in SECTION Section ------- 4).. - (b) If requested in writing to do so in good faith by the managing Underwriter of an underwritten offering, the Company shall have the right to limit the aggregate size of the offering or decrease the number of Registrable Shares to be included therein by U.S. Holders to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing Underwriter, and only securities which are to be included in the underwriting may be included in the registration. U.S. Holders selling Registrable Shares in the underwritten offering shall (together with the Company and other holders of the Registrable Securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing Underwriter selected for such underwriting by the Company. (c) Notwithstanding any other provision of this SECTION Section 2.2, if the ----------- managing Underwriter (or, if there is no managing Underwriter, then the Company) determines that marketing factors or its contractual obligations with respect to Priority Shares require a limitation of the number of securities to be underwritten or offered, then the Company shall so advise all holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities requesting to be included in the registration and underwriting as follows: a. (i) Whenever the number of shares which may be registered pursuant to SECTION Section 2.1 is limited by the provisions of SECTION Section 2.2, ----------- ----------- the U.S. Holders shall have priority as to sales over the other holders of the Company's securities without registration rights, and the Company shall cause such other holders to withdraw from such offering to the extent necessary to allow the U.S. Holders to include all of the shares so requested to be included within such registration. b. (ii) Whenever the number of shares which may be registered pursuant to SECTION Section 2.1 is still limited by the provisions of this SECTION 2.2, after the withdrawal of the other holders of the Company's securities, the Company, together with the holders of Priority Shares that have the right to participate in the firm commitment underwritten offering pursuant to registration rights granted by the Company (but only to the extent required by the terms of any grants of such registration rights), shall have priority as to participation in such registration over U.S. Holders. In furtherance thereof, each U.S. Holder further agrees that he shall withdraw his Registrable Shares from such registration to the extent necessary to allow the Company to include (A) seventy percent (70%) of the securities which the Company desires to sell for its own account, and (B) all shares of Registrable Securities which are required to be included in such registration pursuant to the exercise of any demand registration rights which entitle the holder thereof to include Registrable Securities in such registration. c. The U.S. Holders, along with the holders of Registrable Securities that have the right to participate in the firm commitment underwritten offering pursuant to incidental registration rights granted by the Company after the date of this Agreement, shall, unless such incidental registration rights provide to the contrary, share in the available amount of securities which may be included in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement from and to the extent the Company may reasonably bind such other holders to do so, except that Registrable Securities (other than Priority Shares), shall be excluded in proportion, as nearly as practicable, to the respective amounts of such securities held by the holders thereof at the time of filing the registration statement before any Priority Shares requested to be included in the registration and underwriting are excluded. d. In making the determinations contemplated by SECTION 2.1, a managing Underwriter or the Company may consider whether the inclusion of any securities will affect the number of securities that can be sold in an orderly fashion within a price range acceptable to the Company (or, if the Company is not selling any securities in such registration, to the prospective selling holders) and the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure the right of U.S. Holders to participate in any registration. e. If (A) as a result of the proration provisions of this SECTION 2.2, a U.S. Holder is not entitled to include all such Registrable Shares which such U.S. Holder requested to include in such registration, or (B) the terms of the proposed compensation to the Underwriters change in a manner materially adverse to the U.S. Holders from those described in the Company Notice, any U.S. Holders may by notice in writing elect to withdraw his request to include any Registrable Shares in such registration (a "Withdrawal Election"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and such U.S. Holder shall no longer have any right to include any Registrable Shares in the registration as to which such Withdrawal Election was made. U.S. Holders shall give any Withdrawal Election as promptly as possible and, in no event, later than five (5) business days after notice of the terms of the proposed underwriting. f. 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 any holder of Registrable Securities to the nearest 100 shares. g. The Company shall use its reasonable best efforts to provide that the number of shares of Registrable Securities required to satisfy any Underwriters' over-allotment option shall be allocated pro rata among the Company and all holders of securities to be included in the offering on the basis of the relative number of securities otherwise to be included by each of them in the registration provided that the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure such allocation.-----------

LIMITATIONS ON PIGGYBACK/INCIDENTAL REGISTRATION. (a) If the registration of which the Company gives notice pursuant to Section SECTION 2.1 above is for the purpose of permitting the disposition of securities by the Company or any other Person pursuant to a firm commitment underwritten offering, the Company shall so advise the U.S. Holders as a part of the Company Notice given pursuant to SECTION 2.1. In such event, the right of the U.S. Holders to registration pursuant to SECTION 2.1 shall be conditioned upon the applicable U.S. Holder's participation in such underwriting (if any), and the inclusion of Registrable Shares in the offering and/or underwriting shall be limited to the extent provided herein. U.S. Holders shall sell the Registrable Shares included in such offering to or through the Underwriter(s) (if any) of the securities being registered for the account of the Company (or otherwise selected by the Company, in its sole discretion, to manage such underwriting) upon terms generally comparable to the terms applicable to the Company (except that the Company shall bear all Registration Expenses to the extent provided in SECTION 4). (b) If requested in writing to do so in good faith by the managing Underwriter of an underwritten offering, the Company shall have the right to limit the aggregate size of the offering or decrease the number of Registrable Shares to be included therein by U.S. Holders to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing Underwriter, and only securities which are to be included in the underwriting may be included in the registration. U.S. Holders selling Registrable Shares in the underwritten offering shall (together with the Company and other holders of the Registrable Securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing Underwriter selected for such underwriting by the Company. (c) Notwithstanding any other provision of this SECTION 2.2, if the managing Underwriter (or, if there is no managing Underwriter, then the Company) determines that marketing factors or its contractual obligations with respect to Priority Shares require a limitation of the number of securities to be underwritten or offered, then the Company shall so advise all holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities requesting to be included in the registration and underwriting as follows: a. (i) Whenever the number of shares which may be registered pursuant to SECTION 2.1 is limited by the provisions of SECTION 2.2, the U.S. Holders shall have priority as to sales over the other holders of the Company's securities without registration rights, and the Company shall cause such other holders to withdraw from such offering to the extent necessary to allow the U.S. Holders to include all of the shares so requested to be included within such registration. b. (ii) Whenever the number of shares which may be registered pursuant to SECTION 2.1 2.1, is still limited by the provisions of this SECTION 2.2, after the withdrawal of the other holders of the Company's securities, the Company, together with the holders of Priority Shares that have the right to participate in the firm commitment underwritten offering pursuant to registration rights granted by the Company (but only to the extent required by the terms of any grants of such registration rights), shall have priority as to participation in such registration over U.S. Holders. In furtherance thereof, each U.S. Holder further agrees that he shall withdraw his Registrable Shares from such registration to the extent necessary to allow the Company to include (A) seventy percent (70%) of the securities which the Company desires to sell for its own account, and (B) all shares of Registrable Securities which are required to be included in such registration pursuant to the exercise of any demand registration rights which entitle the holder thereof to include Registrable Securities in such registration. c. (iii) The U.S. Holders, along with the holders of Registrable Securities that have the right to participate in the firm commitment underwritten offering pursuant to incidental registration rights granted by the Company after the date of this Agreement, shall, unless such incidental registration rights provide to the contrary, share in the available amount of securities which may be included in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement from and to the extent the Company may reasonably bind such other holders to do so, except that Registrable Securities (other than Priority Shares), shall be excluded in proportion, as nearly as practicable, to the respective amounts of such securities held by the holders thereof at the time of filing the registration statement before any Priority Shares requested to be included in the registration and underwriting are excluded. d. (iv) In making the determinations contemplated by SECTION 2.1, a managing Underwriter or the Company may consider whether the inclusion of any securities will affect the number of securities that can be sold in an orderly fashion within a price range acceptable to the Company (or, if the Company is not selling any securities in such registration, to the prospective selling holders) and the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure the right of U.S. Holders to participate in any registration. e. (v) If (A) as a result of the proration provisions of this SECTION 2.2, a U.S. Holder is not entitled to include all such Registrable Shares which such U.S. Holder requested to include in such registration, or (B) the terms of the proposed compensation to the Underwriters change in a manner materially adverse to the U.S. Holders from those described in the Company Notice, any U.S. Holders may by notice in writing elect to withdraw his request to include any Registrable Shares in such registration (a "Withdrawal Election"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and such U.S. Holder shall no longer have any right to include any Registrable Shares in the registration as to which such Withdrawal Election was made. U.S. Holders shall give any Withdrawal Election as promptly as possible and, in no event, later than five (5) business days after notice of the terms of the proposed underwriting. f. 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 any holder of Registrable Securities to the nearest 100 shares. g. The Company shall use its reasonable best efforts to provide that the number of shares of Registrable Securities required to satisfy any Underwriters' over-allotment option shall be allocated pro rata among the Company and all holders of securities to be included in the offering on the basis of the relative number of securities otherwise to be included by each of them in the registration provided that the Company shall not be required to grant any concession or additional rights or pay any additional consideration to any holder of Registrable Securities to secure such allocation.such