Common use of Limitations on Piggyback Registrations Clause in Contracts

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including Haught, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught and such other Xxxxxny stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught and each such xxxxx Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs to include in such Company Registration (in the case of Haught) or the total xxxxxx of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught desires to incxxxx xn such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 2 contracts

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc), Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

AutoNDA by SimpleDocs

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares Securities in the Company Registration pursuant to Section 2.1 4.15(a) shall be subject to the following limitations: 2.2.1 (i) The Company shall not be obligated to include any Registrable Shares Securities in a registration statement (iI) filed on Form S-4 S- 4 or FormS-8 Form S-8 or such other similar successor forms then in effect under the Securities Act, (iiII) pursuant to which the Company is offering to exchange its own securities, or (iiiIII) relating to dividend reinvestment plans. 2.2.2 (ii) If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtPurchaser, from such registration. If the managing underwriter(s) determines determine(s) to exclude from such offering any Registrable Shares Securities that Haught Purchaser desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Purchaser and such other Xxxxxny Company stockholders (except for such person Person or personsPersons, if any, upon whose demand such Company Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Purchaser and each such xxxxx other Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (iI) the Available Portion and (iiII) a fraction, the numerator of which is the total number of Registrable Shares Securities which Haught xxxxxxs Purchaser desires to include in such Company Registration (in the case of HaughtPurchaser) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae the case of each such other Company stockholder) and the denominator of which is(xis (x) the total of the number of Registrable Shares Securities which Haught Purchaser desires to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rapid Link Inc), Securities Purchase Agreement (Rapid Link Inc)

Limitations on Piggyback Registrations. The CompanyPurchaser's obligation to include Registrable Shares the Securities in the Company a Purchaser Registration pursuant to Section 2.1 this Agreement shall be subject to the following limitations: 2.2.1 (i) The Company Purchaser shall not be obligated to include any Registrable Shares Securities in a registration statement (iI) filed on Form S-4 or FormS-8 Form S-8 or such other similar successor forms then in effect under the Securities Act, (iiII) pursuant to which the Company Purchaser is offering to exchange its own securities, or (iiiIII) relating to dividend reinvestment plans. 2.2.2 (ii) If the managing underwriter(s), if any, of an offering related to the Company Purchaser Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the CompanyPurchaser, including HaughtSeller, from such registration. If the managing underwriter(s) determines determine(s) to exclude from such offering any Registrable Shares Securities that Haught Seller desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Seller and such other Xxxxxny stockholders (except for such person Person or personsPersons, if any, upon whose demand such Purchaser Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Seller and each such xxxxx Company other stockholder entitled to include in such Company Purchaser Registration and related offering a number of shares of Common Stock equal to the product of (iI) the Available Portion and (iiII) a fraction, the numerator of which is the total number of Registrable Shares Securities which Haught xxxxxxs Seller desires to include in such Company Purchaser Registration (in the case of HaughtSeller) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Purchaser Registration (in thecae the case of each such other Company stockholder) and the denominator of which is(xis (x) the total of the number of Registrable Shares Securities which Haught desires Seller desire to incxxxx xn include in such Company Purchaser Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Purchaser Registration.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vpgi Corp)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 Form S-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including Haughtthe Investor, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught the Investor desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught the Investor and such other Xxxxxny Company stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught the Investor and each such xxxxx other Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs the Investor desires to include in such Company Registration (in the case of Haughtthe Investor) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught the Investor desires to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtKeppler, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught Keppler desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Keppler and such other othex Xxxxxny stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Keppler and each such xxxxx Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught Keppler xxxxxxs to include in such Company Registration (in the case of HaughtKeppler) or the total xxxxxx of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught Keppler desires to incxxxx inxxxxx xn such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtGullickson, from such xxxx xuch registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught desires Gullickson xxxxxxx to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Gullickson and such other Xxxxxny otxxx Xxxxxxy stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Gullickson and each such suxx xxxxx Company Xompany stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs Gullickson xxxxxxx to include in such Company Registration (in the case of HaughtGullickson) or the total totxx xxxxxx of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught Gullickson desires to incxxxx xn xxxxxxx xx such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Limitations on Piggyback Registrations. The Company's ’s obligation to include Registrable Shares Securities in the a Company Registration pursuant to this Section 2.1 4.16(a) shall be subject to the following limitations: 2.2.1 (i) The Company shall not be obligated to include any Registrable Shares Securities in a registration statement (iI) filed on Form S-4 or FormS-8 Form S-8 or such other similar successor forms then in effect under the Securities Act, (iiII) pursuant to which the Company is offering to exchange its own securities, or (iiiIII) relating to dividend reinvestment plans. 2.2.2 (ii) If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtPurchasers, from such registration. If the managing underwriter(s) determines determine(s) to exclude from such offering any Registrable Shares Securities that Haught desires Purchasers desire to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Purchasers and such other Xxxxxny Company stockholders (except for such person Person or personsPersons, if any, upon whose demand such Company Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Purchasers and each such xxxxx other Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (iI) the Available Portion and (iiII) a fraction, the numerator of which is the total number of Registrable Shares Securities which Haught xxxxxxs Purchasers desires to include in such Company Registration (in the case of HaughtPurchasers) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae the case of each such other Company stockholder) and the denominator of which is(xis (x) the total of the number of Registrable Shares Securities which Haught desires Purchasers desire to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uni-Pixel)

AutoNDA by SimpleDocs

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtLynch, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught Lynch desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Lynch and such other Xxxxxny stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Lynch and each such xxxxx oxxxx Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs Lynch desires to include in such Company Registration (in the case of HaughtLynch) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught desires Lynch dxxxxxs to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 3.1 shall be subject to the following limitations: 2.2.1 3.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 3.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including Haughtthe Investor, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught the Investor desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught the Investor and such other Xxxxxny Company stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught the Investor and each such xxxxx other Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs the Investor desires to include in such Company Registration (in the case of Haughtthe Investor) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught the Investor desires to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Innerspace Corp)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtVohra, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught Vohra desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Vohra and such other Xxxxxny stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Vohra and each such xxxxx oxxxx Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs Vohra desires to include in such Company Registration (in the case of HaughtVohra) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught desires Vohra dxxxxxs to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Shares in the Company Registration pursuant to Section 2.1 shall be subject to the following limitations: 2.2.1 The Company shall not be obligated to include any Registrable Shares in a registration statement (i) filed on Form S-4 or FormS-8 or such other similar successor forms then in effect under the Securities Act, (ii) pursuant to which the Company is offering to exchange its own securities, or (iii) relating to dividend reinvestment plans. 2.2.2 If the managing underwriter(s), if any, of an offering related to the Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number of shares of Common Stock that can be included in such offering, the managing underwriter(s) may exclude the appropriate number of shares of Common Stock held by the stockholders of the Company, including HaughtHappas, from such registration. If the managing underwriter(s) determines to exclude from such offering any Registrable Shares that Haught Happas desires to include or any shares of Common Stock that other Company stockholders with applicable registration rights desire to include, Haught Happas and such other Xxxxxny Company stockholders (except for such person or persons, if any, upon whose demand such Registration is being made) shall share pro rata in the portion of such offering available to them (the "Available Portion"), with Haught Happas and each such xxxxx other Company stockholder entitled to include in such Company Registration and related offering a number of shares of Common Stock equal to the product of (i) the Available Portion and (ii) fraction, the numerator of which is the total number of Registrable Shares which Haught xxxxxxs Happas desires to include in such Company Registration (in the case of HaughtHappas) or the total xxxxxx number of shares of Common Stock which such other Company stockholder desires to include in such Company Registration (in thecae of each such other Company stockholder) and the denominator of which is(x) the total of the number of Registrable Shares which Haught Happas desires to incxxxx xn include in such Company Registration plus (y) the total number of shares of Common Stock that such other Company stockholders desire to include in such Company Registration.

Appears in 1 contract

Samples: Piggyback Registration Rights Agreement (Surfnet Media Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!