Common use of Marketing Limitation in Demand Registration Clause in Contracts

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 Notwithstanding any other provision of this Section 3, in the event the Underwriter's Underwriters’ Representative advises the Initiating Holders Company 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 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 Company shall so advise all holders Holders of securities which, pursuant to subsection 2.4, Registrable Securities that would otherwise be underwritten pursuant to this subsection 2.5hereto, and the number of shares of such securities Registrable Securities that may be included in the Registration and underwriting shall be allocated among all holders thereof in proportion, as nearly as practicable, to Holders of such Registrable Securities on a pro rata basis based on the respective amounts number of securities Registrable Securities held by all such holders selling Holders (including the Initiating 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 number of shares of Registrable Securities of Centra shall not to be reduced unless there shall be no other Holders participating included in any 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 underwriting held by Holders shall not be reduced unless there all other securities of the Company are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In no other Holders participating event shall the number of the Registrable Securities included in any such Registrationunderwriting be reduced to less than thirty (30%) of the numbers of the Registrable Securities requested to be included. No Any Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 Section 3.5(c) shall be included withdrawn from the Registration. To facilitate the allocation of shares in such Registration Statementaccordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

Marketing Limitation in Demand Registration. In Notwithstanding any other provision of this Section 3, in the event the Underwriter's Underwriters' Representative advises the Initiating Holders Company 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 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 Company shall so advise all holders Holders of securities which, pursuant to subsection 2.4, Registrable Securities that would otherwise be underwritten pursuant to this subsection 2.5hereto, and the number of shares of such securities Registrable Securities that may be included in the Registration and underwriting shall be allocated among all holders thereof in proportion, as nearly as practicable, to Holders of such Registrable Securities on a pro rata basis based on the respective amounts number of securities Registrable Securities held by all such holders selling Holders (including the Initiating 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 number of shares of Registrable Securities of Centra shall not to be reduced unless there shall be no other Holders participating included in any 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 underwriting held by Holders shall not be reduced unless there all other securities of the Company are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In no other Holders participating event shall the number of the Registrable Securities included in any such Registrationunderwriting be reduced to less than forty (40%) of the numbers of the Registrable Securities requested to be included. No Any Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 Section 3.5(c) shall be included withdrawn from the Registration. To facilitate the allocation of shares in such Registration Statementaccordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

Marketing Limitation in Demand Registration. In Notwithstanding any other provision of this Section 3, in the event the Underwriter's Underwriters’ Representative advises the Initiating Holders Company 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 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 Company shall so advise all holders Holders of securities which, pursuant to subsection 2.4, Registrable Securities that would otherwise be underwritten pursuant to this subsection 2.5hereto, and the number of shares of such securities Registrable Securities that may be included in the Registration and underwriting shall be allocated among all holders thereof in proportion, as nearly as practicable, to Holders of such Registrable Securities on a pro rata basis based on the respective amounts number of securities Registrable Securities entitled to be included in the Registration held by all such holders selling Holders (including the Initiating 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 number of shares of Registrable Securities of Centra shall not to be reduced unless there shall be no other Holders participating included in any 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 underwriting held by Holders shall not be reduced unless there all other securities of the Company are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is an investment fund, partnership or corporation, the affiliated investment funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In no other Holders participating event shall the number of the Registrable Securities included in any such Registrationunderwriting be reduced to less than thirty (30%) of the numbers of the Registrable Securities requested to be included. No Any Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 shall Section 3.5(c)shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding anything to the contrary, in the event any Demand Registration causes the Company to effect the Initial Public Offering, the number of Registrable Securities to be included in such the Registration Statementshall be allocated, first, to the Company; second, to Chaview; and third, to all other shareholders of the Company (if permitted by the Underwriters’ Representative).

Marketing Limitation in Demand Registration. (a) In the event the Initiating Holders are Holders of the Series A Preferred Stock or of Common Stock issued upon conversion of Series A Preferred Stock and the Underwriter's Representative advises the such 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 underwrittenunderwritten pursuant to Section 2.4.1., then (i) first the Common Stock (other than Registrable Securities) held by officers or directors of the CompanyCompany excluding the Senior Common Stock or Common Stock issued upon Conversion of Senior Common Stock held by Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, (ii) next the securities other than UTS Registrable Securities, (iii) next the securities requested to be Registered by the Company and (iv) last the Registrable Securities held by Stuart Edwaxx Xxxxx,xxxll of Holders of other than Series A Preferred Stock or Common Stock issued upon conversion of Series A Preferred Stock, 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 of securities which, pursuant to subsection 2.4, would otherwise be underwritten pursuant to this subsection 2.5, Holders and the number of shares of such securities Registrable 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 Holders of securities held by such holders at the time Series A Preferred Stock or Common Stock issued upon conversion 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 Series A Preferred Stock 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; 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 Section 2.4.4 (a) shall be included in such Registration Statement.

Marketing Limitation in Demand Registration. In Notwithstanding any other provision of this Section 3, in the event the Underwriter's Underwriters’ Representative advises the Initiating Holders Company 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 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 Company shall so advise all holders Holders of securities which, pursuant to subsection 2.4, Registrable Securities that would otherwise be underwritten pursuant to this subsection 2.5hereto, and the number of shares of such securities Registrable 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 Holders 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 on a pro rata basis based on the number of Registrable Securities that may requested to be included in the Registration shall be allocated among by all such selling Holders thereof in proportion(including the Initiating Holders), 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 number of shares of Registrable Securities of Centra shall not to be reduced unless there shall be no other Holders participating included in any 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 underwriting held by Holders shall not be reduced unless there all other securities of the Company are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is a venture capital fund, partnership or corporation, the Affiliated venture capital funds, partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, or any Permitted Transferee of such Holder shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In no other Holders participating event shall the number of the Registrable Securities included in any such Registrationunderwriting be reduced to less than 30% of the numbers of the Registrable Securities requested to be included. No Any Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 Section 3.5(c) shall be included withdrawn from the Registration. To facilitate the allocation of shares in such Registration Statementaccordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

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, the underwriter and the Company may limit the number of Registrable Securities to be included in the Registration and underwriting; PROVIDED, HOWEVER, that no Registrable Securities shall be so excluded unless (i) first, the Common Stock (other than Registrable Securities) held by officers or directors employees of the Company, (ii) second, the securities other than UTS Registrable Securities held and (iii) third, the securities requested to be registered by Stuart Edwaxx Xxxxx,xxxll 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 Company shall so advise all holders of securities which, pursuant to subsection 2.4, would otherwise be underwritten pursuant to this subsection 2.5, Holders and the number of shares of such securities Registrable Securities that may be included in the Registration and underwriting shall be allocated among all holders thereof in proportionallocated, 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 entitled to inclusion in such Registration held by such Holders at the time of filing the Registration Statement; provided, however, that in the case of a Registration demand registration initiated by GE or VeriSign pursuant to subsection 2.1.2Section 6.1(b), all Holders except Centra no Registrable Securities of either GE or VeriSign shall be subject to excluded from such proportional reduction and Registration unless the Registrable Securities of Centra shall not be reduced unless there shall be no held by Holders other Holders participating in than GE or VeriSign are first excluded to the extent required by 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 Registrationlimitation. No Registrable Securities or other securities excluded from the underwriting by reason of this subsection 2.5.4 Section 6.5.4 shall be included in such Registration Statement.