Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.
Allocation of Registration Opportunities. (a) With respect to any Company-initiated registration pursuant to Section 1.3 hereof, if the underwriters determine in their sole discretion that marketing conditions require a limitation on the number of shares to be underwritten, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities requested to be included therein by each such selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced unless the securities of all other selling stockholders included in the offering are first completely excluded from the offering, or (ii) the amount of securities of the selling Holders included in the offering be reduced below twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case such Holders may be excluded entirely if the underwriters make the determination described above and if the securities of all other selling stockholders are excluded entirely. For purposes of apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and shareholders of such selling shareholder, or the estates and family Table of Contents members of any such partners (retired partners), members (or retired members) or shareholders and any trusts for the benefit of any of the foregoing persons (and including in the case of Fidelity any Fidelity Entity) shall be deemed to be a single “selling shareholder” and any pro rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder” as defined in this sentence.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to him
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of share of any currently unissued series of Preferred Stock of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and other selling stockholders, assuming conversion, that such Holders and selling stockholders had requested to be included in the registration.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of the Investors cannot be so included as a result of limitations imposed by any underwriter or underwriters of the aggregate number of Registrable Securities that may be so included, the number of Registrable Securities that may be so included shall be allocated among the Investors requesting inclusion pro rata on the basis of the number of Registrable Securities that would be held by such Investors; provided, however, that if any Investor does not request inclusion of the minimum number of shares of Registrable Securities allocated to such Investor pursuant to the above-described procedure, the remaining portion of such Investor's allocation shall be reallocated among those requesting Investors whose allocations did not satisfy their requests, pro rata on the basis of the number of Registrable Securities that would be held by such Investors, and this procedure shall be repeated until all of the Registrable Securities which may be included in the registration on behalf of the requesting Investors have been so allocated.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with Registration rights (the "Other Shares") requested to be included in a Registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata based upon total number of shares requested to be so included. In the event a Holder or other selling stockholder subsequently withdraws or reduces a request for inclusion in such Registration, the number of shares which may be so included shall be re-allocated in the same manner. The Company may not limit the number of Registrable Securities to be included in a Registration pursuant to this Agreement in order to accommodate the request of any Significant Stockholder to include more than 25% (prior to the application of the pro rata allocations provided for above) of the shares of Common Stock held by such Significant Stockholder, or with respect to Registrations under Section 8.03 or 8.06 hereof, in order to include in such Registration securities registered for the Company's own account.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities that may be so included, the number of shares of Registrable Securities that may be so included shall be allocated among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities held by such Holders. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or, with respect to registrations under Section 2 hereof, in order to include in such registration securities registered for the Company's own account or securities other than Registrable Securities.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and that would be held by such Holders, assuming conversion, that such Holders had requested to be included in the registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and securities of the Company held by others who have been granted registration rights, including the DCI Stockholders, (the "Other Shares") are the subject of a request to be included in a registration and cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among those requesting inclusion of shares as follows:
Allocation of Registration Opportunities. In any circumstance in which all of the Metals Stock requested to be included in a registration on behalf of the Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Metals Stock that may be so included, the number of shares of Metals Stock that may be so included by the Stockholders shall be allocated among the Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Metals Stock held by such Stockholders. The Company shall not limit the number of shares of Metals Stock to be included in a registration pursuant to this Section 16 in order -35- to include shares held by stockholders with no registration rights or, with respect to registrations under Section 16.2 hereof, in order to include in such registration securities registered for the Company's own account or securities held by persons other than the Stockholders.
