Common use of Allocation of Registration Opportunities Clause in Contracts

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 Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated first among the Holders and the Key Employee Stockholders pro rata on the basis of the number of shares of Registrable Securities and Key Employee Shares that would be held by such Holders and Key Employee Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Other Stockholders; provided, however, so that any such allocation shall not operate to reduce the -------- ------- aggregate number of Registrable Securities, Key Employee Shares and Other Shares to be included in such registration, if any Holder, Key Employee Stockholder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities, Key Employee Shares and Other Shares allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Holders, Key Employee Stockholders and Other Stockholders whose allocations did not satisfy their requests in accordance with the allocation provisions set forth above, and this procedure shall be repeated until all of the shares of Registrable Securities, Key Employee Shares and Other Shares which may be included in the registration on behalf of the Holders, Key Employee Stockholders and Other Stockholders have been so allocated. Notwithstanding the foregoing, the Company shall not limit the number of Registrable Securities or Key Employee Shares to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights, and with respect to registrations under Sections 1.2 or 1.5 hereof, shall not limit the number of Registrable Securities included in such registration in order to include therein any Key Employee Shares, Other Shares or securities registered for the Company's own account.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities, Key Employee Shares Securities and other shares of AMBI Common Stock of the Company (including Stock(including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the CompanyAMBI) 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 BP or Other Stockholders other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities, Key Employee Shares Securities and Other Shares that may be so included, the number of shares of Registrable Securities, Key Employee Shares Securities and Other Shares that may be so included shall be allocated as follows: (a) if If the registration is initiated was requested by Holders, BP pursuant to Section 1.2 hereof then Holders requesting inclusion of Registrable all Registerable Securities shall be entitled included in the registration prior to include the inclusion of any Other Shares or shares first on a pro rata basis among themto be sold for the account of AMBI. Thereafter, with any additional Other Shares and shares that to be sold for the account of AMBI 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 Other Shares and Other Shares that would shares to be held by such Holders, Key Employee Stockholders and Other Stockholders, assuming conversion, with any additional shares that may sold for the account of AMBI originally requested to 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 to the extent that inclusion of such shares will not have a material adverse effect on the offering or the liquidity, the trading patterns or the market price of AMBI Common Stock. (b) If BP requested to be included in the registration pursuant to Section 1.3 hereof then, after including the number of Registerable Securities necessary to reach the twenty-five percent (25%) minimum BP participation set forth in Section 1.3, all additional Registerable Securities and all Other Shares shall be allocated first among included in the Holders and the Other Stockholders registration pro rata on the basis of the number of shares of Registrable additional Registerable 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 Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated first among the Holders and the Key Employee Stockholders pro rata on the basis of the number of shares of Registrable Securities and Key Employee Shares that would be held by such Holders and Key Employee Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Other Stockholders; provided, however, so that any such allocation shall not operate to reduce the -------- ------- aggregate number of Registrable Securities, Key Employee Shares and Other Shares requested to be included in such registration, if any Holder, Key Employee Stockholder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities, Key Employee Shares and Other Shares allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Holders, Key Employee Stockholders and Other Stockholders whose allocations did not satisfy their requests in accordance with the allocation provisions set forth above, and this procedure shall be repeated until all of the shares of Registrable Securities, Key Employee Shares and Other Shares which may be included in the registration on behalf of the Holders, Key Employee Stockholders and Other Stockholders have been so allocated. Notwithstanding the foregoing, the Company shall not limit the . (c) The number of Registrable Securities or Key Employee Shares to be included in a registration pursuant to this Agreement shall not be limited in order to include shares held by stockholders shareholders with no registration rights, and with respect to registrations under Sections 1.2 rights or 1.5 hereof, shall not limit the number of Registrable Securities included in such registration in order to include therein founder's stock or any Key Employee Sharesother shares of stock issued to employees, Other Shares officers, directors, or securities registered for the Company's own accountconsultants of AMBI.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities or Piggyback Registrable Securities, Key Employee Shares as the case may be, and other shares of the Company’s Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any issued or currently unissued series of Preferred Stock 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 Holders or Other Stockholders Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, Key Employee Shares as the case may be, 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 excluded, pro rata, until 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 aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, 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 theyin such registration. If, after the date hereofcomplete exclusion of Other Shares from such registration, receive rights to initiate a registration), 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 Key Employee Stockholders pro rata on the basis of the aggregate number of shares of Registrable Securities and Key Employee Shares that would or Piggyback Registrable Securities, as the case may be, cannot be held by so included as a result of such Holders and Key Employee Stockholderslimitations, assuming conversionthe remaining shares of Registrable Securities or Piggyback Registrable Securities, with any additional shares that as the case may be, shall be included allocated excluded, pro rata among rata, until the Other Stockholders; provided, however, so that any such allocation shall not operate to reduce the -------- ------- aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, Key Employee Shares and Other Shares to as the case may be, may be included in such registration, if any Holder, Key Employee Stockholder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities, Key Employee Shares and Other Shares allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Holders, Key Employee Stockholders and Other Stockholders whose allocations did not satisfy their requests in accordance with the allocation provisions set forth above, and this procedure shall be repeated until all of the shares of Registrable Securities, Key Employee Shares and Other Shares which may be included in the registration on behalf of the Holders, Key Employee Stockholders and Other Stockholders have been so allocated. Notwithstanding the foregoing, the The Company shall not limit the number of Registrable Securities or Key Employee Shares Piggyback Registrable Securities, as the case may be, to be included in a registration pursuant to this Agreement in order to include shares held by stockholders shareholders with no registration rightsrights or to include shares of stock issued to officers or directors of the Company (other than such shares that are also Registrable Securities or Piggyback Registrable Securities), and with respect to or in the case of registrations under Sections Section 1.2 or 1.5 hereof, shall not limit the number of Registrable Securities included in such registration in order to include therein any Key Employee Shares, Other Shares or in such registration securities registered for the Company's ’s own account.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Additional Registrable Securities, Key Employee Shares 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) PURCHASER 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 contemplated by Section 1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Additional Registrable Securities, Key Employee Shares and Other Shares that may be so included, the number of shares of Registrable Securities, Key Employee Shares Securities 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 aggregate number 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 so included, the Key Employee Stockholders and Other Stockholders; (b) if “Piggyback Shares”), the number of Piggyback Shares shall first be allocated, subject to the registration is initiated by rights applicable to any of the CompanyOther Shares that are Other Registrable Securities which registration rights shall control in event of a conflict with provisions hereof, 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 requesting inclusion of shares 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 Additional Registrable Securities and Other Shares that would be Registrable Securities 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 Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated first among the Holders and the Key Employee Stockholders pro rata on the basis of the number of shares of Registrable Securities and Key Employee Shares that would be held by such Holders and Key Employee Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Other Stockholders; provided, however, so that any such allocation shall not operate to reduce the -------- ------- aggregate number of Registrable Securities, Key Employee Shares and Other Piggyback Shares to be included in such registration, if any Holder, Key Employee Stockholder Holder or Other Stockholder does not request inclusion of the maximum number of shares of Additional Registrable Securities, Key Employee Shares Securities and Other Shares Registrable Securities allocated to it such Holder or Other Stockholder pursuant to the above-described procedure, then the remaining portion of its such allocation shall be reallocated among those requesting Holders, Key Employee Stockholders Holders and Other Stockholders whose allocations did not satisfy their requests in accordance with pro rata on the allocation provisions set forth abovebasis of the number of shares of Additional Registrable Securities and Other Registrable Securities which would be held by such Holders and Other Stockholders, and this procedure shall be repeated until all of the shares of Registrable Securities, Key Employee Piggyback Shares and Other Shares which may be included in the registration on behalf of the Holders, Key Employee Stockholders and Other Stockholders have been so allocated. Notwithstanding If any Piggyback Shares remain unallocated after applying the foregoingallocation provisions described in the foregoing sentence, such unallocated Piggyback Shares shall be allocated among the Company shall holders of Other Shares that are not limit the number of Other Registrable Securities or Key Employee Shares to be included in a registration pursuant to this Agreement in order to include shares held the manner determined by stockholders with no registration rights, PURCHASER and with respect to registrations under Sections 1.2 or 1.5 hereof, shall not limit the number of Registrable Securities included in such registration in order to include therein any Key Employee Shares, Other Shares or securities registered for the Company's own accountholders.