Common use of Marketing Limitation in Piggyback Registration Clause in Contracts

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.

Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises managing underwriter of an Underwritten Offering or, in the case of any offering that is not underwritten, a recognized investment banking firm shall advise the Company seeking registration (and the Company shall in each case so advise each Holder of Registrable Securities pursuant to Section 7 requesting registration of such advice in writing that writing) that, market factors (including, without limitation, the aggregate 42 number of shares of Common Stock requested to be Registeredregistered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registrationregistration) require a limitation of the number of shares to be underwritten, then the Underwriter's Representative may: Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (aor during the time of) such offering, first, all securities of the Company proposed by the Company to be sold for its own account, or, in the case of a secondary offering made pursuant to demand registration rights granted to any Person other than a Holder of Registrable Securities, all securities of the Company's initial public offeringCompany that such Person proposes to sell; second, exclude some or all securities of the Company held by Persons that are entitled to priority piggyback registration rights under agreements with the Company in existence on the date of the Purchase Agreement; third, such 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 requested to be included in such Registration and underwriting registration pursuant to not less than ten percent this Agreement pro rata among (10%i) of the total number of shares included in such Registration. In such event, the Underwriters Representative shall so advise all Holders and (based on the number of shares Registrable Securities requested to be included by each Holder) and (ii) Persons who hold the Company's securities that are entitled to registration rights under agreements with the Company in existence on the date of this Agreement; and fourth, all securities of the Company to be sold for the account of a Person other than a Holder 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 or a Person covered by such Holders at the time of filing one 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 underwritingforegoing clauses. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2.2 3(c) shall be included in such the applicable Registration Statement.

Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises managing underwriter of an Underwritten Offering or, in the case of any offering that is not underwritten, a recognized investment banking firm shall advise the Company seeking registration (and the Company shall in each case so advise each Holder of Registrable Securities pursuant to Section 7 requesting registration of such advice in writing that writing) that, market factors (including, without limitation, the aggregate 42 number of shares of Common Stock requested to be Registeredregistered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registrationregistration) require a limitation of the number of shares to be underwritten, then the Underwriter's Representative may: Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (aor during the time of) such offering, FIRST, all securities of the Company proposed by the Company to be sold for its own account, or, in the case of a secondary offering made pursuant to demand registration rights granted to any Person other than a Holder of Registrable Securities, all securities of the Company's initial public offeringCompany that such Person proposes to sell; SECOND, exclude some or all securities of the Company held by Persons that are entitled to priority piggyback registration rights under agreements with the Company in existence on the date of the Purchase Agreement; THIRD, such 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 requested to be included in such Registration and underwriting registration pursuant to not less than ten percent this Agreement pro rata among (10%i) of the total number of shares included in such Registration. In such event, the Underwriters Representative shall so advise all Holders and (based on the number of shares Registrable Securities requested to be included by each Holder) and (ii) Persons who hold the Company's securities that are entitled to registration rights under agreements with the Company in existence on the date of this Agreement; and FOURTH, all securities of the Company to be sold for the account of a Person other than a Holder 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 or a Person covered by such Holders at the time of filing one 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 underwritingforegoing clauses. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2.2 3(c) shall be included in such the applicable Registration Statement.

Marketing Limitation in Piggyback Registration. In ---------------------------------------------- the event the Underwriter's Representative advises the Company Holders 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 twenty percent (1020%) 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 Founders' Stock) in proportion, as nearly as practicable, to the respective amounts amounts, of Registrable Securities (excluding Founder's Founders' Stock) held by such Holders at the time of filing of the registration statement, and second, among all Holders of Founder's Founders' Stock, in proportion, as nearly as practicable, to the respective amounts of Founder's Founders' 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.