Common use of Marketing Limitation in Demand Registration Clause in Contracts

Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders 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, then the Initiating Holders shall so advise all Holders and Other Holders, and the number of shares of Registrable Securities and other securities that may be included in the Registration and underwriting shall be allocated first among all Holders of Registrable Securities and Other Holders of securities subject to contractual registration rights and second among all Other Holders of securities not subject to contractual registration rights, in proportion, as nearly as practicable, to the number of shares proposed to be included in such Registration by such Holder or Other Holder. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 shall be included in such Registration Statement.

Appears in 1 contract

Sources: Registration Rights Agreement (Neurocrine Biosciences Inc)

Marketing Limitation in Demand Registration. In the event the Underwriter's Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares 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, then the Initiating Holders shall so advise all Holders and Other Holders, and the number of shares of to be included in the Registration shall be allocated as follows. The Registrable Securities held by officers and other securities directors of the Company and the Existing Shareholders shall be excluded, pro rata, from the Registration and underwriting to the extent required by the limitation. If a limitation of the number of shares is still required after this exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated first among all other Holders of Registrable Securities and Other Holders other holders of securities subject (other than Registrable Securities) requesting and legally entitled to contractual registration rights and second among all Other Holders of include securities not subject to contractual registration rightsin that Registration, in proportion, as nearly as practicable, to the number respective amounts of shares proposed securities (including Registrable Securities) which the other Holders and the other holders would otherwise be entitled to be included include in such Registration by such Holder or Other Holder. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 shall be included in such Registration StatementRegistration.

Appears in 1 contract

Sources: Shareholder Agreement (China Finance Online Co. LTD)

Marketing Limitation in Demand Registration. In the event the Underwriter's ’s Representative advises the Initiating Holders in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock Shares 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 limits the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders and Other Holders, and the number of shares to be included in the Registration shall be allocated as follows: First, the securities held by officers and directors of the Company and the Existing Shareholders and other holders of securities other than Registrable Securities requested and other securities otherwise entitled to be included in that may Registration shall be excluded, pro rata, from the Registration and underwriting to the extent required by the limitation. If, after the exclusion, the remaining number of shares still exceeds the limitation, the number of shares to be included in the Registration and underwriting shall be allocated first among all other Holders of Registrable Securities and Other Holders of securities subject to contractual registration rights and second among all Other Holders of securities not subject to contractual registration rights, in proportion, as nearly as practicable, to the number respective amounts of shares proposed securities (including Registrable Securities) which the relevant Holders would otherwise be entitled to be included include in such Registration by such Holder or Other Holder. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 shall be included in such Registration StatementRegistration.

Appears in 1 contract

Sources: Shareholders Agreement (Pixelplus Co., Ltd.)

Marketing Limitation in Demand Registration. In the event If the Underwriter's ’s Representative advises the Initiating Holders Investors requesting Registration under this Section 2, in writing 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, then the Initiating Holders number of securities to be included in the Registration shall so advise all Holders and Other Holdersbe reduced, to the extent required by such limitation, by: (i) first, excluding from such Registration, the shares of Common Stock (other than Registrable Securities) held by officers or directors of the Company; (ii) second, the securities other than Registrable Securities, and (iii) third, the securities requested to be registered by the Company. If a limitation of the number of shares is still required, the number of Registrable Securities and other securities held by the Investors shall be reduced to the number of shares that may be included in the Registration and underwriting shall be allocated first among all Holders of Registrable Securities and Other Holders of securities subject to contractual registration rights and second among all Other Holders of securities not subject to contractual registration rights, in proportion, as nearly as practicable, to the number of shares proposed to be included in such Registration by such Holder or Other Holderunderwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 2.4.4 2.4(d) shall be included in such Registration Statement.

Appears in 1 contract

Sources: Registration Rights Agreement (New Source Energy Corp)