Marketing Limitation in Piggyback Registration Clause Samples
The Marketing Limitation in Piggyback Registration clause restricts the ability of certain shareholders to market or promote their shares when they are included in a registration initiated by another party. Typically, this clause prevents piggybacking shareholders from engaging in public communications or marketing efforts that could interfere with the primary registrant’s offering strategy or timing. By imposing these limitations, the clause helps maintain control over the messaging and process of the securities offering, reducing the risk of conflicting information or regulatory complications.
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Marketing Limitation in Piggyback Registration. If the Underwriter's Representative advises the Company that market factors require a limitation of the number of shares to be underwritten, the Underwriter's Representative may (subject to the allocation priority set forth in subsection 3.2.3) exclude those Registrable Securities from the Registration.
Marketing Limitation in Piggyback Registration. If the Underwriter’s Representative advises the Holders seeking registration of Registrable Securities pursuant to this Section 7 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, the Underwriter’s Representative (subject to the allocation priority set forth in Section 7.2(c)) may:
(i) in the case of the Company’s initial Registered public offering, exclude some or all Registrable Securities held by Holders that are not Registration Investors from such registration and underwriting; and
(ii) in the case of any Registered public offering subsequent to the initial public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than 20% of the securities included in such Registration.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company and the Holder engaged in a Registration under Subsection 7.2.1 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, the Underwriter's Representative (subject to the allocation priority set forth in Section 7.2.4) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company and the Investors engaged in a Registration under SECTION 2.3(a) 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, the Underwriter's Representative (subject to the allocation priority set forth in clause (iii) below) may exclude some or all of the Registrable Securities from such registration and underwriting.
Marketing Limitation in Piggyback Registration. In ---------------------------------------------- the event the Underwriter's Representative advises the Holders seeking registration of Registrable Securities pursuant to Section 3 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, the Underwriter's Representative (subject to the allocation priority set forth in Section 3.2.3) may:
(a) in the case of the Company's initial Registered public offering, exclude some or all Registrable Securities from such registration and underwriting; and
(b) in the case of any subsequent Registered public offering, limit the number of shares of Registrable Securities to be included in such Registration and underwriting to not less than thirty-three and one-third percent (33-1/3%) of the securities included in such Registration (based on aggregate market values).
Marketing Limitation in Piggyback Registration. In the event the managing underwriter on behalf of all underwriters advises the Holders seeking registration of Registrable Shares pursuant to this Section 2(d) 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, the managing underwriter on behalf of all underwriters (subject to the allocation set forth in this Section 2(d)(ii)(b)) may exclude some or all Registrable Shares from such registration and underwriting. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 2(d)(ii)(b), or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration first securities proposed by the Company to be sold for its own account, second securities included in such registration by the Current Stockholders, and third Registrable Shares requested to be included in the registration by any other person holding registration rights. No Registrable Shares or other securities excluded from the underwriting by reason of this Section 2(d)(ii)(b) shall be included in the Registration Statement.
Marketing Limitation in Piggyback Registration. In the event the representative of the underwriters in any Underwritten Offering advises the Company in writing that market factors (including, without limitation, the aggregate number of shares of Common requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities in the Underwritten Offering) require a limitation of the shares to be offered and sold in the Underwritten Offering, then the number of shares to be excluded from the Underwritten Offering shall be determined in the following order: (i) first, securities held by persons who are not contractually entitled to be included in the Registration; and (ii) second, securities (other than preferred stock of the Company or securities convertible therefrom) that are contractually entitled to be included in the Registration, including securities Registrable pursuant to this Section 13; and (iii) third, securities represented by preferred stock of the Company, if any, or shares convertible therefrom, that are entitled to be included in the Registration. Any partial reduction in the number of shares or securities included in the Underwritten Offering affecting any of the three (3) classes set forth in the immediately preceding sentence shall be allocated among the persons in any such class pro rata, as nearly as practicable, based on the number of Registrable Securities held by each persons and included in the Registration as a percentage of the aggregate Registrable Securities held by all persons and included in the Registration.
Marketing Limitation in Piggyback Registration. In the event the managing underwriter of an Underwritten Offering or, in the case of any offering that is not underwritten, a recognized investment banking firm shall advise the Company (and the Company shall in each case so advise each Holder of Registrable Securities requesting registration of such advice in writing) that, market factors (including, without limitation, the aggregate number of 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 Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities of the Company proposed by the Company to be sold for its own account, or, in the case of a secondary offering made pursuant to demand registration rights granted to any Person other than a Holder of Registrable Securities, all securities of the Company that such Person proposes to sell; second, all securities of the Company held by Persons that are entitled to priority piggyback registration rights under agreements with the Company in existence on the date of the Purchase Agreement; third, such Registrable Securities requested to be included in such registration pursuant to this Agreement pro rata among (i) such Holders (based on the number of Registrable Securities requested to be included by each Holder) and (ii) Persons who hold the Company's securities that are entitled to registration rights under agreements with the Company in existence on the date of this Agreement; and fourth, all securities of the Company to be sold for the account of a Person other than a Holder of Registrable Securities or a Person covered by one of the foregoing clauses. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 3(c) shall be included in the applicable Registration Statement.
Marketing Limitation in Piggyback Registration. If the Underwriter’s Representative advises the Holders and the Longitude Holders seeking Registration of Piggyback Registrable Securities pursuant to this Section 4 or pursuant to the Longitude Rights Agreement, as applicable, 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, the Underwriter’s Representative (subject to the allocation priority set forth in Section 4.2(c)) may limit the number of Piggyback Registrable Securities to be included in such Registration and underwriting to not less than thirty percent (30%) of the total number of securities included in such Registration.”
Marketing Limitation in Piggyback Registration. In ---------------------------------------------- the event the Underwriter's Representative advises the Holders seeking registration of Registrable Securities pursuant to Section 3 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, the Underwriter's Representative may exclude some or all Registrable Securities from such registration and underwriting, notwithstanding the fact that other securities (other than those to be sold by the Company) may be included in the underwriting. In the event that the Underwriters shall determine that Registrable Securities may be included in such Registration and underwriting, the Underwriter's Representative shall so advise all Holders and the number of shares of Registrable Securities that may be included in the Registration and underwriting (if any) shall be allocated, among all Holders of Registrable Securities held by such Holders at the time of filing of the registration statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.2.2 shall be included in such Registration Statement.