Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority: (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any MediaOne Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c).

Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority: (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any MediaOne Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds of the Stockholders and their Affiliates are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c).

Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority: (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any MediaOne Trust Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds of the Trust Stockholders and their Affiliates are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Trust Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Trust Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Trust Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c).

Limitations on Registration. In any public offering of securities of the Issuer registered pursuant to Article IV or V, if any Lead Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the Issuer shall be required to include in such offering only such number of such securities as the Lead Underwriter reasonably believes would not have such adverse effect, according to the following priority: (a) First, such offering shall include any Issuer Securities proposed to be included in such offering, until the Issuer's Cumulative Net Proceeds are $2.1 billion; (b) Second, such offering shall include any MediaOne Registrable Securities proposed to be included in such offering, until the MediaOne Stockholders' Cumulative Net Proceeds are $3.0 billion; and (c) Third, (i) if such offering occurs prior to the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall (A) first, be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering and (y) any such securities that are Issuer Securities not already included in such offering, (B) second, include any MediaOne Registrable Securities or Issuer Securities, as the case may be, not already included in such offering and (C) third, include any AOLTW Securities requested to be included in such offering; and (ii) if such offering occurs on or after the AOLTW Registration Date, such offering shall include any other securities proposed to be included in such offering, which securities shall be divided equally among (x) any such securities that are MediaOne Registrable Securities not already included in such offering, (y) any such securities that are Issuer Securities not already included in such offering and (z) any such securities that are AOLTW Securities not already included in such offering, in each case until all such securities requested to be registered have been included in such offering. Prior to the AOLTW Registration Date, to the extent that the Issuer proposes to include any Issuer Securities whose proceeds, as described in the "Use of Proceeds" section of the relevant Registration Statement, are to be distributed or loaned to, or used to purchase securities issued by or held by, AOLTW or any of its Affiliates (other than the Issuer or any of its Subsidiaries), such Issuer Securities shall be deemed to be AOLTW Securities for purposes of Sections 6.10(a) and (c).