Common use of Marketing Restrictions Clause in Contracts

Marketing Restrictions. (a) If (i) any holder(s) of Registrable Securities wish(es) to register any Registrable Securities in a registration made pursuant to Section 2.1 hereof, (ii) the offering proposed to be made by such holder or holders is to be an underwritten public offering, (iii) the Company or one or more holders of securities other than Registrable Securities to whom the Company has granted registration rights wish to register securities in such registration and (iv) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (as specified in such opinion) which can be marketed in such offering at a price which such holders of Registrable Securities are prepared to sell and without materially and adversely affecting such offering; then the rights of holders of Registrable Securities, the Company and the holders of other securities with registration rights to participate in such offering shall be in the following order of priority: FIRST: The holders of Registrable Securities (as defined herein) and holders of Registrable Securities (as defined in the Prior Registration Rights Agreements) having the right to include such securities in such registration shall be entitled to participate in proportion to the number of Registrable Securities (as defined herein and in the Prior Registration Rights Agreements) requested to be registered by each such holder; and then

Marketing Restrictions. (aA) If If (i1) any holder(s) Holder of Registrable Securities wish(es) Stock is entitled and wishes to register any Registrable Securities Conversion Stock in a registration made pursuant to Section 2.1 2 hereof, and (ii2) the offering proposed to be made by the Holder or Holders for whom such holder or holders registration is to be made is to be an underwritten public offering, and (iii3) the Company or one or more holders Holders of securities Securities other than Registrable Securities to whom the Company has granted registration rights wish Conversion Stock wishes to register securities Securities in such registration and registration, and (iv4) the managing underwriters of such public offering furnish a written opinion that the total amount of securities Securities to be included in such offering would exceed the maximum amount of securities Securities (as specified in such opinion) which can be marketed in such offering at a price which reasonably related to the then current market value of such holders of Registrable Securities are prepared to sell and without otherwise materially and adversely affecting such offering; , then the rights of holders of Registrable Securities, the Company and the holders of other securities with registration relative rights to participate in such offering of the Holders of Registrable Stock, the Holders of other Securities having the right to include such Securities in such registration, and the Company shall be in the following order of priority: FIRSTFirst: The holders Holders of Registrable Securities (as defined herein) and holders Conversion Stock, together with Holders of Other Registrable Securities (as defined in the Prior Registration Rights Agreements) having the right to include such securities in such registration Stock, shall be entitled to participate in proportion to accordance with the number of shares of Registrable Stock or Other Registrable Stock which each such Holder shall request to be registered, such participation to be in accordance with the relative priorities, as shall exist among them, or, if no such relative priorities exist, pro rata in accordance with the number of shares which each such Holder shall request be registered if, pursuant to clause 4 of this Subsection (A), the total amount of Securities (as defined herein and to be included in the Prior Registration Rights Agreements) requested to offering will be registered by each less than the number of shares of Registrable Stock and Other Registrable Stock that all of such holderHolders shall request be registered; and then