Common use of Inclusion of Other Holders in Demand Registration Clause in Contracts

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 6. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof rather than Section 6, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 6. If, however, the number of shares so included by the Company exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof rather than Section 6, and it shall not count as a Registration for purposes of Sections Section 6.1 and 6.2 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that Nextest Systems Corporation Information and Registration Rights Agreement such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 8 hereof rather than Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 7.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Ordinary Shares or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such persons those Persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Ordinary Shares or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such those persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the ------------------------------------------------- Company, officers or directors of the Company holding Common Stock other than Registrable Securities, Securities or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable in their sole discretion and consistent with the goals of such Registration, may, in their sole discretionshall, on behalf of all Holders, offer to any or all of the Company, such officers or directors, directors and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 6. IfIn the *vent, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof rather than Section 6, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 6(a) hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Ordinary Shares or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such persons those Persons of the terms of this Section 64. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 5 of this Agreement rather than this Section 64, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 4.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 65. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof 6 rather than Section 65, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofSection 5.1.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such their securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such those persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registrationa Registration pursuant to Section 2.1, the majority in interest of the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 62. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 3 hereof rather than Section 62, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 2.1 hereof.

Inclusion of Other Holders in Demand Registration. If the ------------------------------------------------- Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 65. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof 6 rather than Section 65, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofSection 5.1.

Inclusion of Other Holders in Demand Registration. If the ------------------------------------------------- Company, officers or directors of the Company holding Common Stock other than Registrable Securities, Securities or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretionshall, on behalf of all Holders, offer to any or all of the Company, such officers or directors, directors and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 6. IfIn the event, however, that the number of shares requested to be registered by the Company so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof rather than Section 6, and it shall not count as a Registration for purposes of Sections Section 6.1 and 6.2 hereof, provided that, the Holders shall receive priority in the event of any market cut-back.

Inclusion of Other Holders in Demand Registration. If the Company, -------------------------------------------------- officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 65. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 6 hereof rather than Section 65, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 8 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 65. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 5 hereof rather than Section 64, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 4.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such the Registration, the Initiating Holders, to the extent they deem advisable desirable and consistent with the goals of such the relevant Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such its officers or directors, and such the holders of securities other than Registrable Securities that such their securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such the said persons of the terms of this Section 69. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 10 rather than this Section 69, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 9.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 6. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 hereof rather than Section 6, and it shall not count as a Registration for purposes of Sections Section 6.1 and 6.2 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 67. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 8 hereof rather than Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 7.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock or securities other than Registrable Securities, Securities or holders of securities other than Registrable Securities, Securities request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretionshall, on behalf of all Holders, offer to any or all of the Company, such officers or directors, directors and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 63. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 4 hereof rather than Section 63, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 3.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in such the Registration, the Initiating HoldersHolder, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Ordinary Shares or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such persons those Persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, Securities or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretionshall, on behalf of all Holders, offer to any or all of the Company, such officers or directors, directors and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 62. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 3 hereof rather than Section 62, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 2.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such Registration, may, in their sole discretion, on behalf of all Holders, Holders will offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting to the extent there is the ability to include additional shares subject to the limitation of 7.5(d) and may condition such offer on the acceptance by such persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 8 hereof rather than Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 7.1 hereof.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Ordinary Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Ordinary Shares or other securities in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole reasonable discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Ordinary Shares or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such those persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding shares of Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating HoldersInvestors requesting Registration, to the extent they deem advisable and consistent with the goals of such Registration, may, may in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 62. If, however, the number of shares of Common Stock so included exceeds the number of shares of Registrable Securities included by all Holdersthe Investors, such Registration shall be treated as governed by Section 7 hereof 3 below rather than this Section 62, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofSection 2.1.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock Shares other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such their securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such those persons of the terms of this Section 68. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 9 of this Agreement rather than this Section 68, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 8.

Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion of such Common Stock or other securities in such the Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such that Registration, may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such those officers or directors, and such the holders of securities other than Registrable Securities that such Common Stock or other securities other than Registrable Securities be included in the underwriting and may condition such that offer on the acceptance by such those persons of the terms of this Section 67. If, however, the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such the Registration shall be treated as governed by Section 7 hereof 8 of this Agreement rather than this Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 hereofthis Section 7.

Inclusion of Other Holders in Demand Registration. If the ------------------------------------------------- Company, officers officers, or directors of the Company holding Common Stock other than Registrable Securities, or holders of securities other than Registrable Securities, request inclusion in such Registration, the Initiating Holders, to the extent they deem advisable and consistent with the goals of such RegistrationRegistration and subject to Section 7.5(d), may, in their sole discretion, on behalf of all Holders, offer to any or all of the Company, such officers or directors, and such holders of securities other than Registrable Securities that such securities other than Registrable Securities be included in the underwriting and may condition such offer on the acceptance by such persons of the terms of this Section 67. IfIn the event, however, that the number of shares so included exceeds the number of shares of Registrable Securities included by all Holders, such Registration shall be treated as governed by Section 7 8 hereof rather than Section 67, and it shall not count as a Registration for purposes of Sections 6.1 and 6.2 Section 7.1 hereof.