Marketing Limitation in Piggyback Registration. If the Underwriter’s Representative advises the Holders seeking registration of Registrable Securities pursuant to this Section 7 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’s Representative (subject to the allocation priority set forth in Section 7.2(c)) may:
(i) in the case of the Company’s initial Registered public offering, exclude some or all Registrable Securities held by Holders that are not Registration Investors from such registration and underwriting; and
(ii) in the case of any Registered public offering subsequent to the initial public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than 20% of the securities included in such Registration.
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s Representative advises the Corporation and the Holders engaged in a registration under Section 2.2(a) 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’s Representative (subject to the allocation priority set forth in clause (iii) below) may exclude some or all of the Registrable Securities from such registration and underwriting.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company and the Investors engaged in a Registration under SECTION 2.3(a) 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's Representative (subject to the allocation priority set forth in clause (iii) below) may exclude some or all of the Registrable Securities from such registration and underwriting.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Holders seeking Registration of Registrable Securities pursuant to Section 3.2 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, the Underwriter's Representative (subject to the allocation priority set forth in Section 3.2.2(b)) may:
i. in the case of the Company's initial Registered public offering, exclude some or all Registrable Securities from such Registration and underwriting; and
ii. in the case of any subsequent registered public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than thirty percent (30%) of the securities included in such Registration (based on aggregate market values).
Marketing Limitation in Piggyback Registration. In ---------------------------------------------- the event the Underwriter's Representative advises the Holders seeking registration of Registrable Securities pursuant to Section 3 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's Representative (subject to the allocation priority set forth in Section 3.2.3) may:
(a) in the case of the Company's initial Registered public offering, exclude some or all Registrable Securities from such registration and underwriting; and
(b) in the case of any subsequent Registered public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than thirty-three and one-third percent (33-1/3%) of the securities included in such Registration (based on aggregate market values).
Marketing Limitation in Piggyback Registration. In the event the representative of the underwriters in any Underwritten Offering advises the Company in writing that market factors (including, without limitation, the aggregate number of shares of Common requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities in the Underwritten Offering) require a limitation of the shares to be offered and sold in the Underwritten Offering, then the number of shares to be excluded from the Underwritten Offering shall be determined in the following order: (i) first, securities held by persons who are not contractually entitled to be included in the Registration; and (ii) second, securities (other than preferred stock of the Company or securities convertible therefrom) that are contractually entitled to be included in the Registration, including securities Registrable pursuant to this Section 13; and (iii) third, securities represented by preferred stock of the Company, if any, or shares convertible therefrom, that are entitled to be included in the Registration. Any partial reduction in the number of shares or securities included in the Underwritten Offering affecting any of the three (3) classes set forth in the immediately preceding sentence shall be allocated among the persons in any such class pro rata, as nearly as practicable, based on the number of Registrable Securities held by each persons and included in the Registration as a percentage of the aggregate Registrable Securities held by all persons and included in the Registration.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company that market factors require a limitation of the number of shares to be underwritten, the Underwriter's Representative may (subject to the allocation priority set forth in subsection 3.2.3) exclude those Registrable Securities in excess of 10% of the shares to be Registered.
Marketing Limitation in Piggyback Registration. In the event ---------------------------------------------- the Underwriter's Representative advises the Holders seeking registration of Registrable Securities pursuant to Section 5.2 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, the Underwriter's Representative (subject to the allocation priority set forth in Section 5.2.2(c)) may exclude some or all Registrable Securities from such registration and underwriting, but in no event shall (i) the amount of securities of the selling Holders be reduced below 20% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded in full if no other stockholder's securities are included and (ii) notwithstanding clause (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 5.1 be excluded from such offering.
Marketing Limitation in Piggyback Registration. In the event the managing underwriter on behalf of all underwriters advises the Holders seeking registration of Registrable Shares pursuant to this Section 2(d) 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 managing underwriter on behalf of all underwriters (subject to the allocation set forth in this Section 2(d)(ii)(b)) may exclude some or all Registrable Shares from such registration and underwriting. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 2(d)(ii)(b), or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration first, securities proposed by the Company to be sold for its own account, second, November Registrable Shares requested to be included in the registration by the November Holders pursuant to the November Agreement, on a pro rata basis based on the total number of shares of Common Stock eligible for inclusion then held by each such person requesting inclusion, and third, Registrable Shares requested to be included in the registration by any Holder hereunder, on a pro rata basis based on the total number of shares of Common Stock eligible for inclusion then held by each such person requesting inclusion.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company seeking registration of Registrable Securities pursuant to Section 7 in writing that market factors (including, without limitation, the aggregate 42 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's Representative may:
(a) in the case of the Company's initial public offering, exclude some or all Registrable Securities from such registration and underwriting; and
(b) in the case of any Registered public offering subsequent to the Company's initial public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than ten percent (10%) of the total number of shares included in such Registration. In such event, the Underwriters Representative shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting (if any) shall be allocated as follows: first, among all Holders of Registrable Securities (excluding Holders who solely hold Founder's Stock) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities (excluding Founder's Stock) held by such Holders at the time of filing of the registration statement, and second, among all Holders of Founder's Stock, in proportion, as nearly as practicable, to the respective amounts of Founder's Stock held by such Holders at the time of filing of the registration statement, and third, to the chief executive officer of the Company, in proportion, as nearly as practicable, to the respective amount of Registrable Securities held by the chief executive officer at the time of filing of the registration statement. The number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (other than those to be sold 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 7.2.2 shall be included in such Registration Statement.
