Common use of Limitations on Piggyback Registrations Clause in Contracts

Limitations on Piggyback Registrations. The Company's obligation to include Registrable Securities in the Company Registration pursuant to Section 5 shall be subject to the following limitations: (a) The Company shall not be obligated to include any Registrable Securities in a registration statement (i) filed on Form F-4 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 is offering securities solely to its existing shareholders, or (iii) relating solely to dividend reinvestment plans. (b) If the managing underwriter(s), with respect to an underwritten offering, or the Company, with respect to a non-underwritten offering, related to a Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number or principal amount of securities that can be included in such offering, the managing underwriter(s) or Company may exclude the appropriate number or principal amount of the securities held by the securityholders of the Company, including the Other Shareholders, from such registration. If the managing underwriter(s) or Company determines to include in such offering an amount of Registrable Securities that is less than all of the Registrable Securities that the Other Shareholders desire to include, the Other Shareholders (except for such Other Shareholders, 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"). Such pro rata allocation of the Available Portion among the Other Shareholders shall be based on the number of Registrable Securities which each such Other Shareholder has requested to be included in the Company Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not any holder has elected to include securities in such registration.

Limitations on Piggyback Registrations. The Company's obligation Notwithstanding anything contained herein to include the contrary, the obligations of the Company to cause Registrable Securities in the Company Registration to be registered pursuant to this Section 5 shall be 16 are subject to each of the following limitations, conditions and qualifications: (ai) The If the Company shall is advised in writing by the managing underwriter (or its investment banking firm if the offering is not be obligated to include underwritten) that the inclusion of any Registrable Securities may, in a registration statement (i) filed on Form F-4 the opinion of such underwriter or such other similar successor forms then in effect under investment banking firm, as the Securities Actcase may be, (ii) pursuant to which interfere with the Company is offering to exchange its own securities or is offering securities solely to its existing shareholders, or (iii) relating solely to dividend reinvestment plans. (b) If the managing underwriter(s), with respect to an underwritten offering, or the Company, with respect to a non-underwritten offering, related to a Company Registration determines in its reasonable judgment that marketing factors require a limitation of the number or principal amount of securities that can be included in such offering, the managing underwriter(s) or Company may exclude the appropriate number or principal amount orderly sale and distribution of the securities held proposed to be offered by the securityholders of Company or adversely affect the Companyprice at which such securities may be sold, including the Other Shareholders, from such registration. If the managing underwriter(s) or Company determines to include in such offering an amount of Registrable Securities that is less than all of the Registrable Securities that the Other Shareholders desire to include, the Other Shareholders (except for such Other Shareholders, 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"). Such pro rata allocation of the Available Portion among the Other Shareholders shall be based on the number of Registrable Securities which each such Other Shareholder has requested to be included in the Company Registration. offering shall be proportionately reduced or eliminated to the extent necessary as shall be reasonably determined by such underwriter or investment banker, as the case may be, in good faith. (ii) In the event the Holders request registration pursuant to Section 16(a) and the related offering is to be underwritten, the Holders will enter into an underwriting agreement containing representations, warranties and agreements not substantially different from those customarily made by an issuer and a selling shareholder in underwriting agreements with respect to secondary distributions. (iii) The Company may, at any time in its sole discretion, without the consent of the Holders and without liability to any Holder for such action, withdraw such registration statement and abandon the proposed offering in which the Holders had requested to participate. (iv) No Holder shall have be entitled to request Piggyback Registration at any time that the right Resale Registration Statement shall be effective with respect to terminate the Registrable Securities or withdraw during any registration initiated by it under Stand- Still Period. (v) Other than as set forth above or expressly elsewhere in this Agreement, there shall be no other limitations upon the timing or number of Piggyback Registrations which Holders may request pursuant to this Section 6 prior to the effectiveness of such registration whether or not any holder has elected to include securities in such registration16.

Limitations on Piggyback Registrations. The CompanyBank's obligation to include Registrable Securities in the Company Bank Registration pursuant to Section 5 shall be subject to the following limitations: (a) The Company Bank shall not be obligated to include any Registrable Securities in a registration statement (i) filed on Form S-4, F-4 or S-8 or such other similar successor forms then in effect under the U.S. Securities Act, (ii) pursuant to which the Company Bank is offering to exchange its own securities or is offering securities solely to its existing shareholderssecurities, or (iii) relating solely to dividend reinvestment plans. Any such registration (other than on Form S-8) shall qualify as a public offering for purposes of determining the availability of Demand Registration under Section 2 hereof. (b) If the managing underwriter(s), with respect to if any, of an underwritten offering, or the Company, with respect to a non-underwritten offering, offering related to a Company the Bank Registration determines in its reasonable judgment that marketing factors require a limitation of the number or principal amount of securities that can be included in such offering, the managing underwriter(s) or Company may exclude the appropriate number or principal amount of the securities held by the securityholders of the CompanyBank, including the Other ShareholdersPurchaser, from such registration. If the managing underwriter(s) or Company determines to include in exclude from such offering an amount of Registrable Securities that is less than all of the any Registrable Securities that the Other Shareholders Purchaser desires to include, or any Securities that other Bank securityholders with applicable registration rights desire to include, the Other Shareholders Purchaser and such other Bank securityholders, if any (except for such Other ShareholdersPerson 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"). Such pro rata allocation of the Available Portion among between the Other Shareholders GS Investors, on the one hand, and such other Bank securityholders, on the other hand, shall be based on the relation between the aggregate number of shares of Common Stock and shares underlying Convertible Securities that are Registrable Securities which each of the GS Investors, on the one hand, and the aggregate number of shares of Common Stock and shares underlying Convertible Securities that such Other Shareholder has requested Bank securityholders with applicable registration rights are entitled to include, on the other hand. (c) Notwithstanding any provisions herein to the contrary, the Purchaser may not request inclusion of any Registrable Securities in any Bank Registration and the Bank shall not be included required to make such inclusion if such Bank Registration is the Bank's first registered public offering of equity securities in the Company Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not any holder has elected to include securities in such registrationUnited States.