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.
Appears in 3 contracts
Sources: Warrant Agreement (Mdi Entertainment Inc), Warrant to Purchase Common Stock (Mdi Entertainment Inc), Warrant Agreement (Mdi Entertainment Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's ’s Representative advises the Company Corporation and the Holder Holders engaged in a Registration registration under Subsection 7.2.1 Section 2.2(a) in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registeredregistered, the general condition of the market market, and the status of the persons proposing to sell securities pursuant to the Registrationregistration) require a limitation of the number of shares to be underwritten, the Underwriter's ’s Representative (subject to the allocation priority set forth in Section 7.2.4clause (iii) below) may exclude some or all of the Registrable Securities from such Registration registration and underwriting.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Exagen Inc.), Investors’ Rights Agreement (Exagen Diagnostics Inc), Investors’ Rights Agreement (Exagen Diagnostics Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter's ’s Representative advises the Company and the Holder engaged in a Registration under Subsection 7.2.1 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 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 ’s Representative (subject to the allocation priority set forth in Section 7.2.47.2(c)) may exclude some or all of the Registrable Securities from such Registration registration and underwriting, provided, however, that all other securities, other than the securities to be issued on behalf of the Company, are entirely excluded from such Registration before any Registrable Securities are excluded.
Appears in 2 contracts
Sources: Investor Rights Agreement (Everbridge, Inc.), Investor Rights Agreement (Everbridge, Inc.)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company and the Holder engaged in a Holders seeking Registration under Subsection 7.2.1 of Registrable Securities pursuant to Section 2.2 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 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 7.2.42.2(b)(iii)) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Appears in 2 contracts
Sources: Senior Registration Rights Agreement (Airnet Communications Corp), Senior Registration Rights Agreement (Airnet Communications Corp)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter's Representative advises the Company and the Holder engaged in a Registration under Subsection 7.2.1 Holders seeking registration of Registrable Securities pursuant to this 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 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 7.2.43.2(c)) may exclude some or all limit the number of the shares of Registrable Securities from to be included in such Registration and underwritingunderwriting to not less than 20% of the securities included in such Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Southwall Technologies Inc /De/), Registration Rights Agreement (Southwall Technologies Inc /De/)
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 7.2.4clause (iii) below) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Appears in 2 contracts
Sources: Warrant to Purchase Common Stock (Cdbeat Com Inc), Warrant Agreement (Atlantis Equities Inc)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter's ’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 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 Company (subject to the allocation priority set forth in Section 7.2.47.2(c)) may may:
(i) in the case of the Company’s initial Registered public offering, exclude some or all of the Registrable Securities 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 underwritingunderwriting to not less than 30% of the securities included in such Registration.
Appears in 2 contracts
Sources: Information and Registration Rights Agreement, Information and Registration Rights Agreement (Corus Pharma Inc)
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 Holders seeking registration of Registrable Securities pursuant to Section 2 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 7.2.42.2.3) may exclude some or all of the Registrable Securities from such Registration registration and underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Underwriters’ Representative advises the Company and the Holder engaged in a Investor seeking Registration under Subsection 7.2.1 of Registrable Securities pursuant to this Section 2.3 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 Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter's Underwriters’ Representative (subject to the allocation priority set forth in Section 7.2.42.3(b)(iii)) may exclude some or all limit the number of the shares of Registrable Securities from such to be included in the Registration and underwriting.
Appears in 2 contracts
Sources: Shareholder Agreement (Solarfun Power Holdings Co., Ltd.), Shareholder Agreement (Hanwha Solar Holdings Co., Ltd.)
Marketing Limitation in Piggyback Registration. In the event If the Underwriter's Representative advises the Company and the Holder engaged in a Registration under Subsection 7.2.1 Holders seeking registration of Registrable Securities pursuant to Section 2.4 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 (subject to the allocation priority set forth in Section 7.2.42.4(d)) may exclude some or all limit the number of the Registrable Securities from such Registration and underwritingto be included therein, down to complete exclusion.
Appears in 2 contracts
Sources: Registration Rights Agreement (Baxter International Inc), Registration Rights Agreement (Nexell Therapeutics Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's ’s Representative advises the Company and the Holder engaged in a recipients of Merger Consideration seeking Registration under Subsection 7.2.1 of Registrable Securities pursuant to Section 1.13(b) in writing that market factors (including, without limitation, the aggregate number of shares of Parent Common Stock requested to be Registered, the general condition of the market 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 ’s Representative (subject to the allocation priority set forth in Section 7.2.41.13(d)) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Appears in 1 contract
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative underwriter’s representative advises the Company and the Holder Employee engaged in a Registration under Subsection 7.2.1 Section 4.02(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 market, and the status of the persons Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter's Representative underwriter’s representative (subject to the allocation priority set forth in Section 7.2.4clause (iii) below) may exclude some or all of the Registrable Securities from such Registration registration and underwriting.
Appears in 1 contract
Sources: Employment Agreement (Drugmax Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's ’s Representative advises the Company and the Holder engaged in a Holders seeking Registration under Subsection 7.2.1 of Registrable Securities pursuant to Section 2.2 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 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 ’s Representative (subject to the allocation priority set forth in Section 7.2.42.2(b)(iii)) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Appears in 1 contract
Sources: Senior Registration Rights Agreement (SCP Private Equity Partners Ii Lp)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative Underwriter advises the Company Purchaser and the Holder engaged in a Registration under Subsection 7.2.1 holders of the Registerable Securities 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 Underwriter (subject to the allocation priority set forth in Section 7.2.411.2(b) (iii) below) may exclude some or all of the Registrable Securities from such Registration and underwriting.
Appears in 1 contract
Sources: Affinity/Prestige Acquisition Agreement (Affinity International Travel Systems Inc)
Marketing Limitation in Piggyback Registration. In the event the Underwriter's Representative advises the Company and the Holder engaged in a Holders seeking Registration under Subsection 7.2.1 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 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 7.2.43.2.3) may exclude some limit the number of, or all eliminate, the shares of the Registrable Securities from to be included in such Registration and underwriting.
Appears in 1 contract
Sources: Information and Registration Rights Agreement (Bentley Systems Inc)
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 Holders in writing that market factors (including, without limitationlimi tation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market market, and the status of the persons proposing to sell securities pursuant to the RegistrationRegis tration) require a limitation of the number of shares to be underwritten, the Underwriter's Representative (subject to the allocation priority set forth in Section 7.2.43.2.3) may exclude some or all of the Registrable Securities Stock from such Registration registration and underwriting.
Appears in 1 contract
Marketing Limitation in Piggyback Registration. In the event If the Underwriter's ’s Representative advises the Company and the Holder engaged in a Investors requesting Registration under Subsection 7.2.1 pursuant to Section 3.2(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 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 ’s Representative (subject to the allocation priority set forth in Section 7.2.43.2(c)) may exclude some or all of the Registrable Securities from such Registration registration and underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (New Source Energy Corp)