Marketing Limitation in Demand Registration. Notwithstanding any other provision of this Section 3, in the event the Underwriters’ Representative advises the Fund in writing that market factors (including the aggregate number of RVMTP Shares requested to be Registered, the general condition of the market, and/or the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holder(s)); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and PIMCO Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of the Registrable Securities included in any such underwriting shall not be reduced to less than 90% of the number of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the Company, (ii) next the securities other than Registrable Securities, and (iii) last the securities requested to be registered by the Company, shall be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.5.4 shall be included in such Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders in writing that market factors require a limitation of the number of shares to be underwritten, the Common Stock (other than Registrable Securities) held by officers or directors of the Company, other than UTS Registrable Securities held by Stuart Edwaxx Xxxxx,xxxll be excluded from such Registration to the extent required by such limitation. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all holders of securities which, pursuant to subsection 2.4, would otherwise be underwritten pursuant to this subsection 2.5, and the number of shares of such securities that may be included in the Registration and underwriting shall be allocated among all holders thereof in proportion, as nearly as practicable, to the respective amounts of securities held by such holders at the time of filing the Registration Statement. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders who have requested to have their Registrable Securities included in the Registration, and the number of Registrable Securities that may be included in the Registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement; provided, however, that in a Registration pursuant to subsection 2.1.2, all Holders except Centra shall be subject to such proportional reduction and the Registrable Securities of Centra shall not be reduced unless there shall be no other Holders participating in such Registration, in a Registration pursuant to subsection 2.1.3, all Holders except NorAm shall be subject to such proportional reduction and the Registrable Securities of NorAm shall not be reduced unless there shall be no other Holders participating in such Registration, and in a Registration pursuant to subsection 2.1.4, all Holders except the UTS Holders shall be subject to such proportional reduction and the Registrable Securities of the UTS Holders shall not be reduced unless there shall be no other Holders participating in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 shall be included in such Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the number of shares held by such Holder at the time of filing the Registration Statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those proposed to be included by the Company) are first entirely excluded from the underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 6.5.4 shall be included in such Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter’s Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all selling Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in that Registration held by those Holders at the time of filing the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.5(d) shall be included in that Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Company in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the number of shares proposed to be included in such Registration by such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those proposed to be included by the Company and the officers and directors of the Company) are first entirely excluded from the underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 6.5.4 shall be included in such Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders or Significant Holder, as the case may be, in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Company will include in such Registration, first Registrable Securities requested to be included in the Registration by Holders, second securities proposed by any member of Key Management to be sold for his/her own account, third securities proposed by the Company to be sold for its own account or for the account of others at the Company's request, and fourth securities to be included in such Registration pursuant to the Prior Series Agreement, each pro rata based upon the number of shares of such securities proposed to be sold and so requested to be included such that such Registration does not exceed the Underwriter's Representative's limit. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.1(e)(iii) shall be included in such Registration Statement.
Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the number of shares to be included in the Registration shall be allocated as follows. The Registrable Securities held by officers and directors of the Company and the Existing Shareholders shall be excluded, pro rata, from the Registration and underwriting to the extent required by the limitation. If a limitation of the number of shares is still required after this exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders and other holders of securities (other than Registrable Securities) requesting and legally entitled to include securities in that Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which the other Holders and the other holders would otherwise be entitled to include in the Registration.
Marketing Limitation in Demand Registration. In the event the Underwriter’s Representative advises the Purchaser in writing that market factors (including, without limitation, the aggregate number of Ordinary Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude from the Registration (i) first, any or all Registrable Securities held by anyone other than the Purchaser and (ii) if the remaining Registrable Securities still exceed the number of shares that can be distributed pursuant to the Registration, any or all of the Registrable Securities held by the Purchaser. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.2(e)(iv) shall be included in that Registration Statement.
Marketing Limitation in Demand Registration. If the Underwriter’s Representative advises the Investors requesting Registration under this Section 2, in writing, that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the number of securities to be included in the Registration shall be reduced, to the extent required by such limitation, by: (i) first, excluding from such Registration, the shares of Common Stock (other than Registrable Securities) held by officers or directors of the Company; (ii) second, the securities other than Registrable Securities, and (iii) third, the securities requested to be registered by the Company. If a limitation of the number of shares is still required, the number of Registrable Securities held by the Investors shall be reduced to the number of shares that may be included in the Registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4(d) shall be included in such Registration Statement.
