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.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Exagen Inc.), Investors’ Rights Agreement (Exagen Diagnostics Inc), Investors’ Rights Agreement (Exagen Diagnostics Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation Company and the Holders Holder engaged in a registration Registration under Section 2.2(a) Subsection 7.2.1 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registeredRegistered, the general condition of the market, 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, the Underwriter’s 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 7.2.4) may exclude some or all of the Registrable Securities from such registration Registration and underwriting.
Appears in 3 contracts
Samples: Warrant to Purchase Common Stock (Mdi Entertainment Inc), Warrant Agreement (Mdi Entertainment Inc), Warrant Agreement (Mdi Entertainment Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation Company and the Holders Holder engaged in a registration Registration under Section 2.2(a) Subsection 7.2.1 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registeredRegistered, the general condition of the market, 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, the Underwriter’s '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 Registration and underwriting.
Appears in 2 contracts
Samples: Warrant to Purchase Common Stock (Cdbeat Com Inc), Warrant Agreement (Atlantis Equities Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter’s Representative advises the Corporation and the Holders engaged in a registration under Section 2.2(a) Company in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s Representative Company (subject to the allocation priority set forth in clause Section 7.2(c)) may:
(iiii) below) may in the case of the Company’s initial Registered public offering, exclude some or all of the Registrable Securities 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 30% of the securities included in such Registration.
Appears in 2 contracts
Samples: Information and Registration Rights Agreement, Information and Registration Rights Agreement (Corus Pharma Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a seeking registration under of Registrable Securities pursuant to this Section 2.2(a) 3 in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 3.2(c)) may exclude some or all limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than 20% of the Registrable Securities from securities included in such registration and underwritingRegistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Southwall Technologies Inc /De/), Registration Rights Agreement (Southwall Technologies Inc /De/)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a seeking registration under of Registrable Securities pursuant to Section 2.2(a) 2.4 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 's Representative may (subject to the allocation priority set forth in clause (iiiSection 2.4(d)) below) may exclude some or all limit the number of the Registrable Securities from such registration and underwritingto be included therein, down to complete exclusion.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nexell Therapeutics Inc), Registration Rights Agreement (Baxter International Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter’s Representative advises the Corporation and the Holders engaged in a seeking registration under of Registrable Securities pursuant to this Section 2.2(a) 7 in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s Representative (subject to the allocation priority set forth in clause (iii) belowSection 7.2(c)) may exclude some or all of the Registrable Securities from such registration and underwriting, provided, however, that all other securities, other than the securities to be issued on behalf of the Company, are entirely excluded from such Registration before any Registrable Securities are excluded.
Appears in 2 contracts
Samples: Investor Rights Agreement (Everbridge, Inc.), Investor Rights Agreement (Everbridge, Inc.)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a seeking registration under of Registrable Securities pursuant to Section 2.2(a) 2 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registeredRegistered, the general condition of the market, 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, the Underwriter’s 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 2.2.3) may exclude some or all of the Registrable Securities from such registration and underwriting.
Appears in 2 contracts
Samples: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s Underwriters’ Representative advises the Corporation and the Holders engaged in a registration under Investor seeking Registration of Registrable Securities pursuant to this Section 2.2(a) 2.3 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares requested to be registeredRegistered, the general condition of the market, market and the status of the persons Persons proposing to sell securities pursuant to the registrationRegistration) require a limitation of the number of shares to be underwritten, the Underwriter’s Underwriters’ Representative (subject to the allocation priority set forth in clause (iii) belowSection 2.3(b)(iii)) may exclude some or all limit the number of the shares of Registrable Securities from such registration to be included in the Registration and underwriting.
Appears in 2 contracts
Samples: Shareholder Agreement (Solarfun Power Holdings Co., Ltd.), Shareholder Agreement (Hanwha Solar Holdings Co., Ltd.)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a registration under seeking Registration of Registrable Securities pursuant to Section 2.2(a) 2.2 in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 2.2(b)(iii)) may exclude some or all of the Registrable Securities from such registration Registration and underwriting.
Appears in 2 contracts
Samples: Senior Registration Rights Agreement (Airnet Communications Corp), Senior Registration Rights Agreement (Airnet Communications Corp)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s Representative advises the Corporation and the Holders engaged in a registration under recipients of Merger Consideration seeking Registration of Registrable Securities pursuant to Section 2.2(a1.13(b) in writing that market factors (including, without limitation, the aggregate number of shares of Parent 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, the Underwriter’s Representative (subject to the allocation priority set forth in clause (iii) belowSection 1.13(d)) may exclude some or all of the Registrable Securities from such registration Registration and underwriting.
Appears in 1 contract
Marketing Limitation in Piggyback Registration. In the event the Underwriterunderwriter’s Representative representative advises the Corporation Company and the Holders Employee engaged in a registration Registration under Section 2.2(a4.02(a) in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registeredRegistered, the general condition of the market, and the status of the persons Persons proposing to sell securities pursuant to the registrationRegistration) require a limitation of the number of shares to be underwritten, the Underwriterunderwriter’s Representative 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.
Appears in 1 contract
Samples: Employment Agreement (Drugmax Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s Representative Underwriter advises the Corporation Purchaser and the Holders engaged in a registration under Section 2.2(a) holders of the Registerable Securities in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registeredRegistered, the general condition of the market, 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, the Underwriter’s Representative Underwriter (subject to the allocation priority set forth in clause Section 11.2(b) (iii) below) may exclude some or all of the Registrable Securities from such registration Registration and underwriting.
Appears in 1 contract
Samples: Affinity/Prestige Acquisition Agreement (Affinity International Travel Systems Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a Stockholders seeking registration under of Registrable Securities pursuant to this Section 2.2(a) 7 in writing that market factors (including, without limitation, the aggregate 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 underwrittenoffered to the public, the Underwriter’s 's Representative may limit the number of shares to be Registered by the Stockholders to comprise not more than twenty-five (subject to the allocation priority set forth in clause (iii25%) below) may exclude some or all of the Registrable Securities from such registration and underwritingoffering.
Appears in 1 contract
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a registration under seeking Registration of Registrable Securities pursuant to Section 2.2(a) 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 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 2.2.3) may exclude some limit the number of, or all eliminate, the shares of the Holders' Registrable Securities from to be included in such registration Registration and underwriting.
Appears in 1 contract
Samples: Purchase and Option Agreement (Bentley Systems Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter’s Representative advises the Corporation and the Holders engaged in a registration under Investors requesting Registration pursuant to Section 2.2(a3.2(a) in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s Representative (subject to the allocation priority set forth in clause (iii) belowSection 3.2(c)) may exclude some or all of the Registrable Securities from such registration and underwriting.
Appears in 1 contract
Samples: Registration Rights Agreement (New Source Energy Corp)
Marketing Limitation in Piggyback Registration. In the event the Underwriter’s Representative advises the Corporation and the Holders engaged in a registration under seeking Registration of Registrable Securities pursuant to Section 2.2(a) 2.2 in writing that market factors (including, without limitation, the aggregate 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, the Underwriter’s Representative (subject to the allocation priority set forth in clause (iii) belowSection 2.2(b)(iii)) may exclude some or all of the Registrable Securities from such registration Registration and underwriting.
Appears in 1 contract
Samples: Senior Registration Rights Agreement (SCP Private Equity Partners Ii Lp)
Marketing Limitation in Piggyback Registration. In the ---------------------------------------------- event the Underwriter’s 's Representative advises the Corporation and the Holders engaged in a registration under Section 2.2(a) in writing that market factors (including, without limitationlimi tation, the aggregate 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 registrationRegis tration) require a limitation of the number of shares to be underwritten, the Underwriter’s 's Representative (subject to the allocation priority set forth in clause (iii) belowSection 3.2.3) may exclude some or all of the Registrable Securities Stock from such registration and underwriting.
Appears in 1 contract