Common use of Limitations on Shares to be Included Clause in Contracts

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registration, and third, among all Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, the representative may (subject Company Shares shall be excluded from such registration to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all Holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares is still required, the number of securities shares that are entitled to may be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registration, and third, among all Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had have requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities or any Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Company Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. If the withdrawal of any Registrable Securities or Company Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, to the extent practicable and without delaying the underwriting, the Company shall offer to the Holders an opportunity to include additional shares of Registrable Securities.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding Notwithstanding any other provision of this Section 3Article 2, if the representative of the underwriters advises the Company Investors in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, first the representative may (subject to Additional Shares and any securities being sold for the allocation priority set forth below) limit account of the Company shall be excluded from such registration and, if a limitation on the number of Registrable Securities to shares is still required, the number of shares that may be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration Registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registrationInvestors, and thirdincluding Investors, among all Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Investor or Other Shareholder Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person’s Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Investors. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. No Registrable Securities or Additional Shares excluded from such Registration by reason of such underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. With respect to Company registrationsregistrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights, notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registration and the holders of the Provident Warrant Shares requesting registration, and third, among all officers, directors or Other Shareholders requesting (including those Shareholders exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of piggyback such demand registration rightsright, or otherwise), in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Securities, Provident Warrant Shares or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities Securities, Provident Warrant Shares or any Other officer, director or other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the the, Company and the underwriter.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding any other provision of this Section 32, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: firstFIRST, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, secondand SECOND, among all such Holders requesting registration, and third, among all registration hereunder or Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities of the Company (the "Additional Shares Shares") which are held by such Holders or Other Shareholders which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. The limitations contained in this Section 2.3 shall not apply in any respect to Section 2.6 below.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, ; second, among all such Holders requesting registrationHolders; thereafter, the number of shares that may be included in the registration statement and third, underwriting shall be allocated among all officers, directors or Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, Stockholders in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter.. Any Registrable

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding any other provision of this Section 33.03, if the representative of the underwriters advises the Company Corporation in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company Corporation for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registration, and third, among all Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company Corporation and the underwriter.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding any other provision of this Section 32, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders Persons requesting registrationregistration pursuant to the terms of the 1994 Registration Rights Agreement, and third, among all such Holders requesting registration and all officers, directors or Other Shareholders (except as provided in clause second above) requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities of the Company (the "Additional Shares Shares") which are held by such Holders, officers or directors of the Company or Other Shareholders which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. The limitations contained in this Section 2.3 shall not apply in any respect to Section 2.6 below.

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative Company may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, ; second, the Registrable Securities which have been requested to be included by the Holders, pro rata based upon the aggregate number of Registrable Securities held by the respective Holders; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all such Holders requesting registrationofficers, and third, among all directors or Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, Stockholders in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter.. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this

Limitations on Shares to be Included. With respect to Company registrations, notwithstanding Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company Initiating Holders in writing that marketing factors require the total number of Registrable Securities and other securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities and other securities to be sold), then first the Additional Shares and any securities being sold for the account of the Company shall be excluded from such registration and, if a limitation or elimination on the number of shares to be underwrittenis still required, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to may be included in the registration and underwriting shall be allocated as follows: firstfirst among the participating Holders, to the Company for securities being sold for its own account or to the security holder or holders exercising any demand registration rights on such security holder or holders' account, second, among all such Holders requesting registration, and third, among all Other Shareholders requesting registration pursuant to the exercise of piggyback registration rights, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Shareholder Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person’s Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. No Registrable Securities or Additional Shares excluded from such registration by reason of such underwriters’ marketing limitation shall be included in such registration.