Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration: (1) first, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL Registration Parties and the Temasek Registration Parties seeking or requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (1) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are not seeking or requesting inclusion in such registration (the “Declining Parties”)), the Xxxxx Percentage to the Xxxxx Registration Parties seeking or requesting inclusion in such registration, the SL Percentage to the SL Registration Parties seeking or requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties seeking or requesting inclusion in such registration, until either the Xxxxx Registration Parties, the SL Registration Parties or the Temasek Registration Parties have been fully allocated all its Registrable Securities sought or requested to be included in such registration (such fully allocated Registration Parties, and any Declining Party, being referred to herein as the “Excluded Parties”), (y) thereafter (or first if, any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), to such of the Xxxxx Registration Parties, SL Registration Parties and Temasek Registration Parties as remain after excluding the Excluded Parties (each, a “Remaining Registration Party Group”), based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration Party Groups have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining Registration Party Groups seeking or requesting inclusion in such registration; (2) second, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and (3) third, the Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Other Securities owned by the Persons requesting inclusion in such registration.
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Samples: Registration Rights Agreement (Virtu Financial, Inc.), Registration Rights Agreement (Virtu Financial, Inc.), Registration Rights Agreement (Virtu Financial, Inc.)
Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:
(1) first, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL North Island Registration Parties and the Temasek Registration Parties seeking or requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (1) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Parties, SL North Island Registration Parties or Temasek Registration Parties are not seeking or requesting inclusion in such registration (the “Declining Parties”)), the Xxxxx Percentage to the Xxxxx Registration Parties seeking or requesting inclusion in such registration, the SL North Island Percentage to the SL North Island Registration Parties seeking or requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties seeking or requesting inclusion in such registration, until either the Xxxxx Registration Parties, the SL North Island Registration Parties or the Temasek Registration Parties have been fully allocated all its Registrable Securities sought or requested to be included in such registration (such fully allocated Registration Parties, and any Declining Party, being referred to herein as the “Excluded Parties”), (y) thereafter (or first if, any of the Xxxxx Registration Parties, SL North Island Registration Parties or Temasek Registration Parties are Declining Parties), to such of the Xxxxx Registration Parties, SL North Island Registration Parties and Temasek Registration Parties as remain after excluding the Excluded Parties (each, a “Remaining Registration Party Group”), based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration Party Groups have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining Registration Party Groups seeking or requesting inclusion in such registration;
(2) second, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and
(3) third, the Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Other Securities owned by the Persons requesting inclusion in such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Virtu Financial, Inc.)
Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:
(1) first, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Xxxxx Registration Parties, the SL Registration Parties and the Temasek SL Registration Parties seeking or requesting inclusion in such registration; provided, that until and including the offering that is counted under Section 2.1(b) as the third Demand under this Agreement (the “Cutback TriggerTrigger Offering”), such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (1) shall be allocated among the Registration Parties as follows: (x) first (unless any of the Xxxxx Registration Partiesfirst, SL Registration Parties or Temasek Registration Parties are not seeking or requesting inclusion in such registration (the “Declining Parties”)), the Xxxxx Percentage 50% to the Xxxxx Registration Parties seeking or requesting inclusion in such registration, the SL Percentage registration and 50% to the SL Registration Parties seeking or requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties seeking or requesting inclusion in such registration, until either the such Xxxxx Registration Parties, on the one hand, or such SL Registration Parties or Parties, on the Temasek Registration Parties other hand, have been fully allocated all its their Registrable Securities sought or requested to be included in such registration (such fully allocated Registration Partiesregistration, and any Declining Party, being referred to herein as the “Excluded Parties”), (y) thereafter (or first if, any of the Xxxxx Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), to such of the Xxxxx Registration Parties, SL Registration Parties and Temasek Registration Parties as remain after excluding the Excluded Parties (each, a “Remaining Registration Party Group”), based on a percentage equal to each such Remaining Registration Party Group’s Percentage divided by the sum of the Percentages of both Remaining Registration Party Groups until either of the Remaining Registration Party Groups have been fully allocated all its Registrable Securities sought or requested to be included in such registration and (z) thereafter, 100% to the sole Remaining remaining Registration Party Groups Parties seeking or requesting inclusion in such registration;
(2) second, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Other Holders requesting inclusion in such registration; and
(3) third, the Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Other Securities owned by the Persons requesting inclusion in such registration.
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Samples: Registration Rights Agreement (Virtu Financial, Inc.)