Common use of Marketing Limitation in Piggyback Registration Clause in Contracts

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 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, first securities proposed by the Company to be sold for its own account, second, November Registrable Shares requested to be second securities included in the such 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 inclusionCurrent Stockholders, and third, third Registrable Shares requested to be included in the registration by any Holder hereunder, on a pro rata basis based on other person holding registration rights. No Registrable Shares or other securities excluded from the total number underwriting by reason of shares of Common Stock eligible for inclusion then held by each such person requesting inclusionthis Section 2(d)(ii)(b) shall be included in the Registration Statement.

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, first securities proposed by the Company to be sold for its own account, second, November and second (1) Registrable Shares requested to be included in the registration by any other person holding registration rights, including the November Holders Holders, and (2) shares of Common Stock eligible for registration pursuant to the November Registration 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; provided, and thirdhowever, Registrable Shares requested to be included that in the event of a demand registration by pursuant to the Registration Agreement, 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 registration under such person requesting inclusionagreement shall have priority over the Registrable Shares for purposes of this Section 2(d)(ii)(b).

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(d2(e) 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)(b2(e)(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)(b2(e)(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, first securities proposed by the Company to be sold for its own account, second, November Registrable Shares requested to be second securities included in the such 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, CEI and third, third Registrable Shares requested to be included in the registration by any Holder hereunderother person holding registration rights, on a pro rata basis based on including the total number other Holders. No Registrable Shares or other securities excluded from the underwriting by reason of shares of Common Stock eligible for inclusion then held by each such person requesting inclusionthis Section 2(e)(ii)(b) shall be included in the Registration Statement.