Allocation of Underwriter’s Cutback Sample Clauses

Allocation of Underwriter’s Cutback. (a) If the number of Voting Shares or Convertible Securities to be included in a Demand Registration is subject to an Underwriter's Cutback, the Voting Shares or Convertible Securities that would otherwise be included will be reduced in the following order: (i) first, all Voting Shares or Convertible Securities that any other securityholder of G Mining having piggy-back registration rights in respect of securities of G Mining granted after the date hereof (each, a Future Participating Securityholder) proposes to sell, if any, will be excluded from the offering to the extent necessary, on a pro rata basis according to the bona fide number of securities requested for inclusion by each, or on such other basis as may be agreed to among such securityholders and G Mining; (ii) second, all Voting Shares or Convertible Securities that G Mining and any other securityholder of G Mining having piggy-back registration rights in respect of securities of G Mining as of the date hereof (each, a Current Participating Securityholder) proposes to sell, if any, will be excluded from the offering to the extent necessary, on a pro rata basis according to the bona fide number of securities requested for inclusion by each, or on such other basis as may be agreed to among such securityholders and G Mining; and (iii) third, if further limitation is required, the Voting Shares or Convertible Securities to be sold by Xx Xxxxxx will be excluded from the offering to the extent necessary. (b) If the number of Voting Shares or Convertible Securities to be included in a Piggy-Back Registration is subject to an Underwriter's Cutback, the Voting Shares or Convertible Securities that would otherwise be included will be reduced in the following order: (i) first, all Voting Shares or Convertible Securities that any Future Participating Securityholder proposes to sell, if any, will be excluded from the offering to the extent necessary, on a pro rata basis according to the bona fide number of securities requested for inclusion by each, or on such other basis as may be agreed to among such securityholders and G Mining; and (ii) second, the Voting Shares or Convertible Securities that Xx Xxxxxx, G Mining, to the extent that G Mining is not the person initially proposing to make such distribution, and any Current Participating Securityholder, to the extent that such Current Participating Securityholder is not the person initially proposing to make such distribution, proposes to sell, will be exclu...
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Allocation of Underwriter’s Cutback. (a) If the number of Voting Securities to be included in a Demand Registration is subject to an Underwriter’s Cutback, the Voting Securities that would otherwise be included will be reduced in the following order: (i) first, all Voting Securities held by shareholders other than SNDL and all Voting Securities to be issued by the Corporation will be excluded from the offering to the extent necessary; and (ii) second, if further limitation is required, the Voting Securities held by SNDL will be excluded to the extent necessary. (b) If the number of Voting Securities to be included in a Piggy-Back Registration is subject to an Underwriter’s Cutback, the Voting Securities that would otherwise be included will be reduced proportionately as between the Voting Securities to be issued by the Corporation and the Voting Securities to be sold by the Holder pursuant to such offering.
Sample 1
Allocation of Underwriter’s Cutback. (1) If the number of Voting Shares to be included in a Demand Registration is subject to an Underwriter's Cutback, the Voting Shares that would otherwise be included will be reduced in the following order: (a) first, all Voting Shares held by shareholders other than Xx Xxxxxx and all Voting Shares to be issued by Endeavour will be excluded from the offering to the extent necessary; and (b) second, if further limitation is required, the Voting Shares held by Xx Xxxxxx will be excluded to the extent necessary. (2) If the number of Voting Shares to be included in a Piggy-Back Registration is subject to an Underwriter's Cutback, the Voting Shares that would otherwise be included will be reduced proportionately as between the Voting Shares to be issued by Endeavour and the Voting Shares to be sold by Xx Xxxxxx pursuant to such offering.
Sample 1
Allocation of Underwriter’s Cutback. (a) If the number of Class A Shares to be included in a Demand Registration is subject to an Underwriter’s Cutback, the Class A Shares that would otherwise be included will be reduced in the following order: (i) first, all Class A Shares held by shareholders other than WELL and all Class A Shares to be issued by the Corporation will be excluded from the offering to the extent necessary; and (ii) second, if further limitation is required, the Class A Shares held by WELL will be excluded to the extent necessary. (b) If the number of Class A Shares to be included in a Piggy-Back Registration is subject to an Underwriter’s Cutback, the Class A Shares that would otherwise be included will be reduced proportionately as between the Class A Shares to be issued by the Corporation and the Class A Shares to be sold by WELL pursuant to such offering.
Sample 1

Related to Allocation of Underwriter’s Cutback

  • Underwriter’s Cutback Notwithstanding any other provision of this Article II or Section 3.1, if the managing underwriter or underwriters of an Underwritten Offering in connection with a Demand Registration or a Shelf Registration advise the Company in their good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement or such Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be offered thereby or in such Underwritten Offering, and no Holder has delivered a Piggyback Notice with respect to such Underwritten Offering, then the number of Shares proposed to be included in such Registration Statement or Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order: (i) first, the Registrable Securities of the class or classes proposed to be registered held by the Holder that initiated such Demand Registration, Shelf Registration or Underwritten Offering and the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by other Holders requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering (pro rata among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities requested to be included in such registration by each such Holder at the time of such Demand Registration, Shelf Registration or Underwritten Offering); (ii) second, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering other than Shares to be sold by the Company; and (iii) third, the Shares of the same class or classes to be sold by the Company. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration or offering. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.