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, and second (1) Registrable Shares requested to be included in the registration by any other person holding registration rights, including the Holders, and (2) shares of Common Stock eligible for registration pursuant to the 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, however, that in the event of a demand registration pursuant to the Registration Agreement, any shares of Common Stock eligible for registration under such agreement 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 Underwriter's Representative advises the Holders seeking registration of Registrable Shares Securities pursuant to this Section 2(d) 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 managing underwriter on behalf of all underwriters (subject to the allocation set forth in this Section 2(d)(ii)(b)) Underwriter's Representative may exclude some or all Registrable Shares Securities from such registration and underwriting, notwithstanding the fact that other securities (other than those to be sold by the Company) may be included in the underwriting. In the event that the managing underwriter on behalf of Underwriters shall determine that Registrable Securities may be included in such Registration and underwriting, the Underwriter's Representative shall so advise all underwriters limits Holders and 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 Registrable Securities that may be included in the registrationRegistration and underwriting (if any) shall be allocated, then among all Holders of Registrable Securities held by such Holders at the Company will include in such time of filing of the registration first statement. No Registrable Securities or other securities proposed excluded from the underwriting by the Company to be sold for its own account, and second (1) Registrable Shares requested to reason of this Section 3.2.2 shall be included in the registration by any other person holding registration rights, including the Holders, and (2) shares of Common Stock eligible for registration pursuant to the such 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, however, that in the event of a demand registration pursuant to the Registration Agreement, any shares of Common Stock eligible for registration under such agreement shall have priority over the Registrable Shares for purposes of this Section 2(d)(ii)(b)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(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 securities proposed by the Company to be sold for its own account, second securities included in such registration by CEI and second (1) third Registrable Shares requested to be included in the registration by any other person holding registration rights, including the other Holders, and (2) shares of Common Stock eligible for registration pursuant to the 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, however, that in the event of a demand registration pursuant to the Registration Agreement, any shares of Common Stock eligible for registration under such agreement shall have priority over the . No Registrable Shares for purposes or other securities excluded from the underwriting by reason of this Section 2(d)(ii)(b)2(e)(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, and second (1) second, November Registrable Shares requested to be included in the registration by any other person holding registration rights, including the Holders, and (2) shares of Common Stock eligible for registration November Holders pursuant to the Registration 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; provided, howeverand third, that Registrable Shares requested to be included in the event registration by any Holder hereunder, on a pro rata basis based on the total number of a demand registration pursuant to the Registration Agreement, any shares of Common Stock eligible for registration under inclusion then held by each such agreement shall have priority over the Registrable Shares for purposes of this Section 2(d)(ii)(b)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 securities proposed by the Company to be sold for its own account, second securities included in such registration by the Current Stockholders, and second (1) third Registrable Shares requested to be included in the registration by any other person holding registration rights, including the Holders, and (2) shares of Common Stock eligible for registration pursuant to the 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, however, that in the event of a demand registration pursuant to the Registration Agreement, any shares of Common Stock eligible for registration under such agreement shall have priority over the . No Registrable Shares for purposes or other securities excluded from the underwriting by reason of this Section 2(d)(ii)(b)) shall be included in the Registration Statement.