Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such 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, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person; (2) second, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to this Section 2.2 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 Registrable Securities owned by the Registration Parties requesting inclusion in such registration; (3) third, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and (4) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.
Appears in 5 contracts
Samples: Registration Rights Agreement (Driven Brands Holdings Inc.), Registration Rights Agreement (Rocket Companies, Inc.), Registration Rights Agreement (Rocket Companies, Inc.)
Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders Company in writing (with a copy to the Company) that, in such firm’s good faith view, the aggregate number of Registrable Securities and Other Securities requested to be included in such registration exceeds the largest number which that can be sold included in such offering registration without being likely to have a significant adverse effect upon materially adversely affecting the price, distribution (including timing or distribution of the offering and sale pricing) of the Registrable Securities and Other Securities then contemplatedproposed to be included in such registration, the Company shall include in such registration:
(1A) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person;
(2B) second, Registrable Securities owned by the Registration Parties Holders that are requested to be included in such registration pursuant to this Section 2.2 and that can be sold without having the significant adverse effect referred to aboveabove (or, pro rata on the basis of the relative number of if necessary, such Registrable Securities owned pro rata among the Holders thereof based upon the number of Registrable Securities held by the Registration Parties requesting inclusion in each such registrationHolder);
(3C) third, shares of Common Stock that Other Securities proposed to be sold by the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and
(4D) fourth, the Other Securities that are requested owned by any holder thereof with a contractual right to be included include such Other Securities in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the such Persons requesting inclusion in such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Clear Secure, Inc.), Registration Rights Agreement (Clear Secure, Inc.), Registration Rights Agreement (Clear Secure, Inc.)
Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such 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, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person;
(2) second, Registrable Securities owned by the Registration Parties Principal Stockholders that are requested to be included in such registration pursuant to this Section 2.2 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 Registrable Securities owned by the Registration Parties Principal Stockholders requesting inclusion in such registration;
(3) third, Registrable Securities owned by the Other Holders that are requested to be included in such registration pursuant to this Section 2.2 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 Registrable Securities owned by the Other Holders requesting inclusion in such registration;
(4) fourth, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and
(4) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.
Appears in 1 contract
Cutbacks in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the Company) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in such 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:
(1a) first, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any other Person;
(2b) second, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to this Section 2.2 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 Registrable Securities owned by the Registration Parties requesting inclusion in such registration;
(3c) third, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and
(4d) fourth, the Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration rights to which the Company is a party that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Driven Brands Holdings Inc.)