Allocation of Registration Opportunities Sample Clauses

Allocation of Registration Opportunities. (a) If a registration is to be an underwritten registration and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in the registration (including all shares desired to be included by the Company or by any other party holding demand or piggyback registration rights) exceeds the number which can be sold in the offering, then: 5 6 (1) if the registration is initiated by the Holder under Section 2.1(a) hereof, then the Company shall include in the registration (x) first, any securities the Company proposes to sell; and (y) second, the Registrable Securities the Holder proposes to sell, together as one group with any securities proposed to be sold by any other party then having piggyback registration rights but not any demand registration rights, pro rata according to the total number of Voting Securities owned by each such party (provided, however, that if as a result of the Company's registration of any securities the Company proposes to sell, the Holder is unable to register all of the Registrable Securities the Holder, proposes to sell pursuant to the notice by which such registration was initiated, then the Holder shall have the right to initiate an additional registration under Section 2.1(a) hereof); and (z) third, the shares proposed to be sold by any other party having piggyback registration rights, together as one group pro rata according to the total Voting Securities owned by each; or

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 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 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 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, Key Employee Shares and 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 held by Other Stockholders (the "Other Shares") requested to be included in a registration on behalf of the Holders, Key Employee Stockholders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities, Key Employee Shares and Other Shares that may be so included, the number of shares of Registrable Securities, Key Employee Shares and Other Shares that may be so included shall be allocated as follows: (a) if the registration is initiated by Holders, then Holders requesting inclusion of Registrable Securities shall be entitled to include shares first on a pro rata basis among them, with any additional shares that may be included allocated pro rata among the Key Employee Stockholders and Other Stockholders; (b) if the registration is initiated by the Company, then the shares available for sale by the Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated among the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities, Key Employee Shares and Other Shares that would be held by such Holders, Key Employee Stockholders and Other Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Key Employee Stockholders, subject to Section 1.3(b) hereof; (c) if the registration is initiated by Other Stockholders, then the shares available for sale by the Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated first among the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Key Employee Stockholders; or (d) if the registration is initiated by Key Employee Stockholder (should they, after the date hereof, receive rights to initiate a registration), then the shares available for sale by the Hold...

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 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 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.