Common use of Allocation of Shares Clause in Contracts

Allocation of Shares. In connection with any offering under Section 2(d) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holder thereof accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. Further, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities requested to be included in such registration exceeds the “Maximum Offering Size” (which shall mean the largest aggregate number of shares which can be sold without having a material adverse effect on such offering, as determined by the managing underwriter), the Company will include in such registration, in the following priority, up to the Maximum Offering Size: first, so many shares of Common Stock proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and second, any Registrable Securities requested to be included in such registration by the Purchaser, allocated, if necessary, pro rata on the basis of their relative number of Registrable Securities so held.

Allocation of Shares. In connection with any offering under Section 2(d) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holder thereof accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. Further, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities requested to be included in such registration exceeds the “"Maximum Offering Size” " (which shall mean the largest aggregate number of shares which can be sold without having a material adverse effect on such offering, as determined by the managing underwriter), the Company will include in such registration, in the following priority, up to the Maximum Offering Size: first, so many shares of Common Stock proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and second, any Registrable Securities requested to be included in such registration by the Purchaser, allocated, if necessary, pro rata on the basis of their relative number of Registrable Securities so held.