Common use of Marketing Limitation in Piggyback Registration Clause in Contracts

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 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 first, securities proposed by the Company to be sold for its own account, second securities second, November Registrable Shares requested to be included in such the registration by the Current StockholdersNovember Holders pursuant to the November Agreement, on a pro rata basis based on the total number of shares of Common Stock eligible for inclusion then held by each such person requesting inclusion, and third third, Registrable Shares requested to be included in the registration by any other Holder hereunder, on a pro rata basis based on the total number of shares of Common Stock eligible for inclusion then held by each such 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 Statementrequesting inclusion.

Marketing Limitation in Piggyback Registration. In the event the managing underwriter on behalf of all underwriters Underwriters' Representative advises the Holders seeking registration of Registrable Shares Securities pursuant to this Section 2(d) 8 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, 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 managing underwriter on behalf of all underwriters Underwriters' Representative (subject to the allocation priority set forth in this Section 2(d)(ii)(b)8.2.3) 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 limit the number of shares of Registrable Securities to be included in a such Registration and underwriting to not less than twenty-five percent (25%) of the securities included in such Registration (based on aggregate market values); provided, however, if such offering is the Company's initial Qualified IPO and such Registration does not include shares of any other selling shareholders, any or all of the Registrable Securities of the Holders may be excluded. In no event will shares of any other selling shareholder be included in such registration pursuant to this Section 2(d)(ii)(b), or shall otherwise require a limitation of which would reduce the number of shares to which may be included in by Holders without the registration, then written consent of Holders of not less than sixty-six and two-thirds percent (662/3%) of the Company will include in such registration first securities Registrable 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 Statementoffering.

Marketing Limitation in Piggyback Registration. In the event the managing underwriter on behalf of all underwriters Underwriters’ Representative advises the Holders seeking registration Registration of Registrable Shares Securities pursuant to this Section 2(d) 4 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock Ordinary Shares requested to be registeredRegistered, the general condition of the market, and the status of the persons Persons proposing to sell securities pursuant to the registrationRegistration) require a limitation of the number of shares to be underwritten, the managing underwriter on behalf of all underwriters Underwriters’ Representative (subject to the allocation priority set forth in this Section 2(d)(ii)(b4.2(c)) may may: (i) in the case of an Initial Public Offering, exclude some or all Registrable Shares Securities from such registration the Registration and underwriting. In ; and (ii) in the event that case of any Public Offering subsequent to the managing underwriter on behalf of all underwriters limits Initial Public Offering, limit 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 Registrable Securities to be included in the registrationRegistration and underwriting, then to not less than thirty (30%) of 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 Securities 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 Registration pursuant to this Section 2(d)(ii)(b) shall be included in the Registration Statement4.

Marketing Limitation in Piggyback Registration. In If the event Underwriter’s Representative advises the managing underwriter on behalf of all underwriters advises Company and the Holders seeking registration Registration of Registrable Shares Securities pursuant to this Section 2(d) 5 in writing that market factors (including, without limitationbut not limited to, the aggregate number of shares of Common Stock Shares requested to be registeredRegistered, the general condition of the market, and the status of the persons Persons proposing to sell securities pursuant to the registrationRegistration) require a limitation of the number of shares to be underwritten, the managing underwriter on behalf of all underwriters Underwriter’s Representative (subject to the allocation priority set forth in this Section 2(d)(ii)(b5.2(c)) may exclude some or all Registrable Shares from such registration and underwriting. In may: (i) 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 case of the number Company’s initial public offering, exclude all of shares the Registrable Securities proposed to be included in the registrationRegistration; and (ii) in the case of any Registered public offering subsequent to the Company’s initial public offering, then limit 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 number of Registrable Shares requested Securities to be included in the registration Registration and underwriting so that the number of Registrable Securities so included is not less than 30% (or such lesser amount as agreed to by any other person holding registration rights. No the holders of a majority of the then outstanding Registrable Shares or other securities excluded from the underwriting by reason of this Section 2(d)(ii)(b) shall Securities to be included in such Registration) of the Registration Statementaggregate securities included in the Registration.

Marketing Limitation in Piggyback Registration. In the event the managing underwriter on behalf of all underwriters Underwriter’s Representative advises the Holders Investors seeking registration Registration of Registrable Shares Securities pursuant to this Section 2(d) 5.1 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, 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 managing underwriter on behalf of all underwriters Underwriter’s Representative (subject to the allocation priority set forth in this Section 2(d)(ii)(b5.1.2(c)) may may: i. in the case of the Company’s first Registered public offering after the date hereof, exclude some or all Registrable Shares Securities from such registration Registration and underwriting; and ii. In in the event that the managing underwriter on behalf case of all underwriters limits any subsequent registered public offering, limit the number of shares of Registrable Securities (together with any shares to be Registered pursuant to the May 2012 Agreement, collectively, the “Designated Securities”), to be included in a registration pursuant such Registration and underwriting to this Section 2(d)(ii)(b), or shall otherwise require a limitation not less than thirty percent (30%) 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 Registration (based on aggregate market values); provided that the only securities included in such Registration are those offered by the Current Stockholders, and third Registrable Shares requested to be included in Company and/or 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 StatementDesignated Securities.