Common use of Marketing Restrictions Clause in Contracts

Marketing Restrictions. 9.1 If: (a) a registration is to be made pursuant to a registration notice under Section 2, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Metalico Inc /Nj)

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Marketing Restrictions. 9.1 7.1 If: (a) a Lilly requests registration is to be made pursuant to a registration notice under Section 2, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 SECTION 2 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offeringoffering (the "Underwriter Maximum"), then the rights of (i) Lilly, (ii) the Holders, of (iii) the holders of other Securities having the right to include Common such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority: First: : (i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to include participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements; (ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Common Investor Registrable Stock it is entitled to register; (iii) THIRD, the number of shares of CTRC Registrable Stock ( as it wishes to include such term is defined in the offering; provided that the Company shall not Prior Agreement) requested to be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offeringtherein, up to a maximum such Underwriter Maximum (after taking into account the number of 10% shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the Common otherwise proposed number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register. (iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Company under this paragraph First; Holders of Management Registrable Stock and then Second: Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register; (v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate in such offering participate, with further successive pro rata allocations among themselves in accordance with their respective aggregate cost basis the Holders of the shares of Registrable Common which each such Holder shall have requested to be registered until each PRN Stock if any such Holder has had requested the opportunity registration of fewer than all of such shares of PRN Stock it is entitled to sell a register; (vi) SIXTH, the number of shares of Registrable Common equal Stock requested to such cost basis divided by be included therein, up to the offering price; Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and then Third: the Holders shall be entitled to participate in such offering (v) above allocated pro rata among themselves in accordance with the remaining holders of such Registrable Stock on the basis of the number of shares of Registrable Common which each Stock owned by such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate participate, with further successive pro rata in accordance with allocations among the number holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares proposed of Registrable Stock it is entitled to register; and (vii) SEVENTH, other securities requested to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented up to by the managing underwriterUnderwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above). 9.3 7.2 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to Section 4 SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Common Stock of a Holder holder in such offering unless such Holder holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Ilex Oncology Inc)

Marketing Restrictions. 9.1 If: If (ai) a any Holder of Registrable Securities requests registration is to be made pursuant to a registration notice of Registrable Securities under Section 22.1 or 2.2, and (bii) the offering proposed to be made is to be an underwritten public offering, offering and (ciii) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without otherwise materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such offering shall be in as follows: If such registration shall have been proposed by the following order of priority: First: Company, (i) the Holders Company shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis registration first; and (ii) then Holders of Registrable Securities and other holders of securities of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders Company shall be entitled to participate in such offering registration (pro rata among themselves in accordance with based on the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds Stock held by each Holder and other holders of securities (on an as converted basis) and in accordance with other relative priorities, if any, as shall exist among them). If such registration shall have been requested by the aggregate Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (i) the Holders of Registrable Securities shall be entitled to participate in such registration (pro rata based on the number of shares Registrable Securities held by each) first; and (ii) then the Company and other security holders of Registrable Common the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that all the number of securities to be included in such Investors registration will not exceed the Maximum Amount. If such registration shall have been requested be registered, all by the holders of other Securities having securities pursuant to a right granted by the right Company to include request such Securities in registration, (i) the holders requesting such registration shall be entitled to participate pro rata in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; and (ii) then the Holders of Registrable Securities, the Company and other holders of securities of the Company shall be entitled to participate in such registration (pro rata based on the number of shares proposed of Common Stock held by each Holder, the Company and other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be registered by them or otherwise allocated as they may agreeincluded in such registration will not exceed the Maximum Amount; and no Securities securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering capital stock for sale to the public at large) until the expiration of 180 90 days after the effective date of the registration statement filed Registration Statement in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of which Registrable Securities to be were included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration 2.2 or such earlier time consented shorter period as may be acceptable to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by Holders of a majority of the CompanyRegistrable Securities who may be participating in such offering.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Merit Partners LLC)

Marketing Restrictions. 9.1 If: If (ai) a Holder of Registrable Securities requests registration is to be made pursuant to a registration notice under of Registrable Securities as contemplated by Section 22.2 or Section 2.3, and (bii) the offering proposed to be made is to be an underwritten public offeringUnderwritten Offering, and (ciii) in the opinion of the managing underwriters of such public offering, offering are of the opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offeringMaximum Amount, then the rights of the Holders of Registrable Securities and the holders of other securities having the right to participate include such securities in such offering such Underwritten Offering shall be in as follows: (a) If such Underwritten Offering shall have been proposed by the following order of priority: First: Company, (a) the Holders Company shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares Underwritten Offering first; (b) then Holders of Registrable Common which each such Holder shall have requested Securities who elect to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders participate shall be entitled to participate in such offering Underwritten Offering (pro rata among themselves in accordance with based on the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds Stock held by the aggregate number of shares participating Holders of Registrable Common that all such Investors Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall have requested be registered, all exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other Securities having agreement between the right to include Company and such Securities in such registration holders shall be entitled to participate pro rata in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; (b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount; (c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by them or otherwise allocated the Company and the number of shares held by other holders of securities (on an as they may agreeconverted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and and (d) no Securities securities (issued or unissued) other than those registered and included in the underwritten offering Underwritten Offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 180 90 days after the effective date of the registration statement filed Registration Statement in connection with such registration which Registrable Securities were included pursuant to Section 2.3 or such earlier time consented shorter period as may be acceptable to by the managing underwriter. 9.2 If: (a) Company and the Holders of a registration is majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to be made sell, pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreementthen-effective Demand Registration Statement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion more than 30% of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting Stock then owned by such offeringMajor Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the rights designated representatives of the Holders, other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the holders of other Securities having Major Shareholder Groups shall have the right right, exercisable upon prompt notice to include Common in such registration and the designated representative of the Company Major Shareholder Group proposing the sale, to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to sale on a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata (in accordance with the number of shares proposed to be registered of Common Stock then held by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date designated representative of the registration statement filed in connection with such registration or such earlier time consented to by Apollo Group, Xxxxx Xxxxxxx shall be the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any designated representative of the Registrable Common of a Holder in such offering unless such Holder agrees to Saratoga Group and Xxxx will be the terms designated representative of the underwriting agreed to between the Company and the underwriter or underwriters selected by the CompanyXxxx Group.

Appears in 1 contract

Samples: Registration Rights Agreement (Emeritus Corp\wa\)

Marketing Restrictions. 9.1 If: If (ai) a any Holder of Registrable Securities requests registration is to be made pursuant to a registration notice of Registrable Securities under Section 22.1 or 2.2, and (bii) the offering proposed to be made is to be an underwritten public offering, offering and (ciii) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without otherwise materially and adversely affecting such offering, then the rights of the Company, the Holders to participate of Registrable Securities and the holders of other securities such securities in such registration offering shall be in as follows: If such registration shall have been proposed by the following order of priority: First: Company, (i) the Holders Company shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis registration first; and (ii) then Holders of Registrable Securities and other holders of securities of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders Company shall be entitled to participate in such offering registration (pro rata among themselves in accordance with based on the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all Stock held by each Holder and other holders of securities (on an as converted basis) and in accordance with other Securities having the right to include such Securities in relative priorities, if any, as shall exist among them). If such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to have been requested by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 Demand Holders of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Registrable Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that 2.1 hereof, (i) the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders Registrable Securities shall be entitled to participate in such offering registration (pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with based on the number of shares proposed to be registered Registrable Securities held by them or otherwise allocated as they may agreeeach) first; and no Securities (issued or unissuedii) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between then the Company and other security holders of the underwriter or underwriters selected by the Company.Company 8

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Emeritus Corp\wa\)

Marketing Restrictions. 9.1 8.1 If: (a) two or more Holders simultaneously seek to make a registration is to be made Demand Registration pursuant to a registration notice under Section 2SECTION 2 of this Agreement, and and (b) the offering proposed to be made by the Holders for whom such registration is to be made is to be an underwritten public offering, and and (c) in the opinion of the managing underwriter or underwriters of such public offering, offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offeringoffering (the "Underwriter Maximum"), then the rights of all demanding Holders, of the Holders holders of other Securities having the right to include Common in such registration, to participate in such offering shall be in the following order of priority: First: : (i) FIRST, the number of shares of Investor Registrable Stock requested to be included therein up to the Underwriter Maximum allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate in such offering participate, with further successive pro rata allocations among themselves in accordance with their respective aggregate cost basis the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Common which each such Holder shall have requested Stock that it is entitled to be registered until each such Holder has had register; (ii) SECOND, the opportunity to sell a number of shares of CTRC Registrable Common equal Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock to be sold pursuant to (i) above) allocated pro rata among the Holders of such cost CTRC Registrable Stock on the basis divided of the number of shares of (iii) THIRD, the number of shares of Management Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock and CTRC Registrable Stock to be sold pursuant to (i) and (ii) above) allocated pro rata among the Holders of such Management Registrable Stock on the basis of the number of shares of Management Registrable Stock owned by the offering price; and then Second: the such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock it is entitled to register; and (iv) FOURTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the Registrable Stock to be sold pursuant to clauses (i) through (iii) above) shall be entitled to participate. 8.2 If: (a) any Holder of Registrable Stock requests registration of Registrable Stock under SECTION 3 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the Underwriter Maximum, then the rights of the Holders, of the holders of other Securities having the right to include such Securities in such registration and of the Company to participate in such offering pro rata among themselves shall be as follows: (i) if the offering is not a Demand Registration of Registrable Stock and is the Company's first registered offering of its equity to the public, then participation shall be in accordance with the remaining following order of priority: (A) FIRST, the Company shall be entitled to participate up to the full number of shares of Registrable Common stock which each such Holder shall have requested the Company deems necessary or advisable to be registered; and then Third: if such maximum fulfill its strategic capital requirements; (B) SECOND, the number of shares of Common exceeds Investor Registrable Stock requested to be included therein up to the aggregate Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) above) allocated pro rata among the Holders of such Investor Registrable Common Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register; (C) THIRD, the number of shares of CTRC Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) and (B) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such Investors shares of CTRC Registrable Stock that it is entitled to register; and (D) FOURTH, the number of shares of Management Registrable Stock and Vector Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares to be sold pursuant to (A), (B) and (C) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders shall have be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested be registeredthe registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock it is entitled to register; and (E) FIFTH, all other holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration each of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If:them; (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (cii) in the opinion of the managing underwriters of such public offeringall other events, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering participation shall be in the following order of priority: First: the Company shall be entitled to include : (A) FIRST, (1) if such shares of Common as it wishes to include in the offering; provided that the Company shall registration was not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included initiated by the Company under this paragraph First; and as a primary registration, then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of Person or Persons (B) SECOND, the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Investor Registrable Common equal Stock requested to be included therein, up to the remainder of such cost basis divided by Underwriter Maximum (after taking into account the offering price; and then Third: the Holders shall number of shares to be entitled sold pursuant to participate in such offering clause (A) above) allocated pro rata among themselves in accordance with the remaining Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Common which each Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder shall have of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to be registered; and then Fourth: if such maximum register; (C) THIRD, the number of shares of Common exceeds CTRC Registrable Stock requested to be included therein, up to such Underwriter Maximum (after taking into account the aggregate number of shares to be sold pursuant to clauses (A) and (B) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Common that Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such Holders shall have requested be registered, all holders shares of other Securities having the right to include such Securities in such registration shall be CTRC Registrable Stock it is entitled to participate pro rata in accordance with register (D) FOURTH, the number of shares proposed of Management Registrable Stock and Vector Registrable Stock requested to be registered included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (A) (B) and (C) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by them or otherwise allocated as they may agree; such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and no Securities Vector Registrable Stock if any such Holder has requested the registration (issued or unissuedE) FIFTH, other than those registered and securities requested to be included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented up to by the managing underwriterUnderwriter Maximum (after taking into account the securities and Registrable Stock to be sold pursuant to clauses (A), (B), (C) and (D) above). 9.3 8.3 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to Section 4 SECTION 3 of this Agreement, the Company shall not be required to include any of the Registrable Common Stock of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Ilex Oncology Inc)

Marketing Restrictions. 9.1 10.1 If: (a) 10.1.1 a registration is to be made pursuant to a registration notice under Section 2, and (b) 3 or Section 4 of this Agreement; 10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering, and (c) in the opinion of ; and 10.1.3 the managing underwriters of such public offering, offering determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided Securities shall be reduced first by excluding the offering price; and then Second: Series A Registrable Securities of the Holders shall be entitled to participate in such offering requesting registration on a pro rata among themselves in accordance with basis, second by excluding the remaining Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and fifth by excluding the Series E Registrable Securities of the Holders requesting registration on a pro rata basis; provided, however, that such number of shares of Registrable Common which each such Holder Securities shall have requested not be reduced if any shares are to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities included in such registration shall be entitled to participate pro rata in accordance with underwriting for the number account of shares proposed to be registered by them the Company or otherwise allocated as they may agree; any person other than the Holders, and no Registrable Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriterunderwriters. 9.2 10.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a 10.2.1 any Holder requests registration of Registrable Securities under Section 4 5 of this Agreement, and; (b) 10.2.2 the offering proposed to be made is to be an underwritten public offering, ; and (c) in the opinion of 10.2.3 the managing underwriters of such public offering, offering determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares amount of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided Securities shall be reduced first by excluding the offering price; and then Third: Series A Registrable Securities of the Holders shall be entitled to participate in such offering requesting registration on a pro rata among themselves in accordance with basis, second by excluding the remaining Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and fifth by excluding the Series E Registrable Securities of the Holders requesting registration on a pro rata basis; provided, however, that such number of shares of Registrable Common which each such Holder Securities shall have requested not be reduced if any shares are to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities included in such registration shall be entitled to participate pro rata in accordance with underwriting for the number account of shares proposed to be registered by them any person other than the Company or otherwise allocated as they may agreethe Holders; and no Registrable Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriterunderwriters. 9.3 10.3 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to Section 4 5 of this Agreement, the Company shall not be required to include any of the Registrable Common Securities of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the outstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.

Appears in 1 contract

Samples: Registration Rights Agreement (Argos Therapeutics Inc)

Marketing Restrictions. 9.1 If: If (ai) a Holder of Registrable Securities requests registration is to be made pursuant to a registration notice under of Registrable Securities as contemplated by Section 22.1 or 2.2, and (bii) the offering proposed to be made is to be an underwritten public offering, and (ciii) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without otherwise materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such offering shall be in as follows: If such registration shall have been proposed by the following order of priority: First: Company, (i) the Holders Company shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis registration first; and (ii) then Holders of Registrable Securities and other holders of securities of the shares of Registrable Common which each such Holder shall have requested Company entitled to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders participate shall be entitled to participate in such offering registration (pro rata among themselves in accordance with based on the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds Stock held by each Holder and other holders of securities (on an as converted basis) and in accordance with other relative priorities, if any, as shall exist among them). If such registration shall have been requested by the aggregate Demand Holderof Registrable Securities pursuant to Section 2.1 hereof, (i) the Holders of Registrable Securities shall be entitled to participate in such registration (pro rata based on the number of shares Registrable Securities (on an as converted basis) held by each) first; and (ii) then the Company and other security holders of Registrable Common the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that all the number of securities to be included in such Investors registration will not exceed the Maximum Amount. If such registration shall have been requested be registered, all by the holders of other Securities having securities pursuant to a right granted by the right Company to include request such Securities in registration, (i) the holders requesting such registration shall be entitled to participate pro rata in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; and (ii) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by them or otherwise allocated the Company and the number of shares held by other holders of securities (on an as they may agreeconverted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and no Securities securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 180 90 days after the effective date of the registration statement filed Registration Statement in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of which Registrable Securities to be were included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration 2.2 or such earlier time consented shorter period as may be acceptable to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by Holders of a majority of the CompanyRegistrable Securities who may be participating in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Emeritus Corp\wa\)

Marketing Restrictions. 9.1 If: If (ai) a any Holder of Registrable Securities requests registration is to be made pursuant to a registration notice of Registrable Securities under Section 22.1 or 2.2, and (bii) the offering proposed to be made is to be an underwritten public offering, ______________________________________ Footnote continued from previous page. 319 ______________________________________ offering and (ciii) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without otherwise materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such offering shall be in as follows: If such registration shall have been proposed by the following order of priority: First: Company, (i) the Holders Company shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares registration first; (ii) then Holders of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders Securities under this Agreement shall be entitled to participate in such offering registration (pro rata among themselves based on the number of Registrable Securities or shares of Common Stock, respectively, held by each) and (iii) other security holders of the Company shall be entitled to participate in such registration (pro rata based on the number of securities held by each security holder and in accordance with the remaining relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (i) the Holders of Registrable Securities shall be entitled to participate in such registration (pro rata based on the number of shares Registrable Securities held by each) first; and (ii) then the Company and other security holders of Registrable Common which the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such Holder person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount. If such registration shall have been requested to be registered; and then Third: if such maximum number of shares of Common exceeds by the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having securities pursuant to a right granted by the right Company to include request such Securities in registration, (i) the holders requesting such registration shall be entitled to participate pro rata in such registration (with such holders being entitled to participate in accordance with the relative ______________________________________ Footnote continued from previous page. ______________________________________ priorities, if any, as shall exist among them); (ii) then the Holders of Registrable Securities shall be entitled to participate in accordance with the number of shares proposed held by them (pro rata based on the number of Registrable Securities or shares of Common Stock, respectively, held by each); and (iii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be registered by them or otherwise allocated as they may agreeincluded in such registration will not exceed the Maximum Amount; and no Securities securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering capital stock for sale to the public at large) until the expiration of 180 90 days after the effective date of the registration statement filed Registration Statement in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of which Registrable Securities to be were included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration 2.2 or such earlier time consented shorter period as may be acceptable to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by Holders of a majority of the CompanyRegistrable Securities who may be participating in such offering.

Appears in 1 contract

Samples: Credit Agreement (American Telecasting Inc/De/)

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Marketing Restrictions. 9.1 If8.1 Notwithstanding any other provision of this Agreement, if: (a) two or more Holders of Common simultaneously seek to make a registration is to be made Demand Registration pursuant to a registration notice under Section 2SECTION 2 of this Agreement or under the Prior Agreement, and and (b) the offering proposed to be made by the Holders of Common for whom such registration is to be made is to be an underwritten public offering, and and (c) in the opinion of the managing underwriter or underwriters of such public offering, offering furnish a written opinion to the Company and PRN that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offeringoffering (the "Underwriter Maximum"), then the rights of all holders of Securities having the Holders right to include Common in such registration, to participate in such offering shall be in the following order of priority: First: : (i) FIRST, the number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein up to the Underwriter Maximum allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate in such offering participate, with further successive pro rata allocations among themselves in accordance with their respective aggregate cost basis the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Common which each such Holder shall have requested Stock that it is entitled to be registered until each such Holder has had register; (ii) SECOND, the opportunity to sell a number of shares of CTRC Registrable Common equal Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock to be sold pursuant to (i) above) allocated pro rata among the Holders of such cost CTRC Registrable Stock on the basis divided of the number of shares of CTRC Registrable Stock owned by the offering price; and then Second: the such Holders shall be entitled to participate in such offering participate, with further successive pro rata allocations among themselves in accordance with the remaining Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register; (iii) THIRD, the number of shares of Management Registrable Common which each Stock (as such Holder shall have term is defined in the Prior Agreement) requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.be

Appears in 1 contract

Samples: Registration Rights Agreement (Ilex Oncology Inc)

Marketing Restrictions. 9.1 If: (a) a registration is to be made pursuant to a registration notice under Section 2, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them 2 or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made by the Investor or Investors for whom such registration is to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Investors, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: each Investor and the Holder of Series A Preferred shall be entitled to participate in such offering to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, or of the aggregate number of shares of Registrable Common that all such Investors and the Holder of Series A Preferred shall have requested to be registered, whichever is less, PRO RATA among themselves in accordance with their respective Applicable Percentage (as defined below) of the maximum number of shares of Common requested to be registered by the Investors and Holder of Series A Preferred; and Second: once each Investor and the Holder of Series A Preferred have each received its respective Minimum Proceeds all Holders shall be entitled to participate PRO RATA in accordance with their respective Applicable Percentage of the maximum number of shares of Common requested to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) any Holder of Registrable Common requests registration of Registrable Common under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of securities to be included in such offering would exceed the maximum amount of Securities which can be marketed without materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common such Securities in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: each Investor and the Holders Holder of Series A Preferred shall be entitled to participate in such offering pro rata to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, PRO RATA among themselves in accordance with their respective aggregate cost basis Applicable Percentage (as defined below) of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agreethe Investors and Holder of Series A Preferred; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Common of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.and

Appears in 1 contract

Samples: Registration Rights Agreement (Shopnow Com Inc)

Marketing Restrictions. 9.1 (a) If: (ai) a any Shareholder requests registration is to be made pursuant to a registration notice of any of the Stock Consideration under Section 2, and (b3(a) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (bii) the offering proposed to be made is to be an underwritten public offering, and (ciii) in the opinion of the managing underwriter or underwriters of such public offering, offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number of shares of Common the securities (as specified in a written opinion of the managing underwriter or underwriters of such public offering furnished to LifeQuest) which can be marketed at a price reasonably related to the current market value of such securities and without otherwise materially and adversely affecting such offeringoffering (the "Underwriter ----------- Maximum"), then the rights of the HoldersSelling Shareholders, of the holders of other Securities having the right to include Common in (1) if such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common was not ------- initiated by LifeQuest as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreementa primary registration, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number relative proportions as all holders of shares participating in such offering may agree or, in the absence of Registrable Common equal to such cost basis divided by the offering price; and then Third: the Holders agreement, each Selling Shareholder shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with same proportion as the number of shares proposed to be registered offered by them or otherwise allocated such Selling Shareholder bears to the Underwriter Maximum, and (2) if LifeQuest has initiated such registration as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering a primary registration, then LifeQuest shall be offered for sale entitled to participate up to the full number of shares of stock which LifeQuest deems necessary or other disposition by advisable to fulfill its strategic capital requirements, with further successive pro rata allocations among the Selling Shareholders if any Holder in a transaction which would require such Selling Shareholder has requested the registration under the Securities Act until the expiration of 180 days after the effective date fewer than all of such shares of the registration statement filed in connection with such registration or such earlier time consented Stock Consideration he is entitled to by the managing underwriterregister. 9.3 (b) In connection with any offering involving an underwriting of Registrable Common any of the Stock Consideration pursuant to Section 4 3(b) of this Agreement, the Company LifeQuest shall not be required to include any of the Registrable Common Stock Consideration of a Holder Selling Shareholder in such offering unless such Holder Selling Shareholder agrees to the terms of the underwriting agreed to between the Company LifeQuest and the underwriter or underwriters selected by the CompanyLifeQuest.

Appears in 1 contract

Samples: Registration Rights Agreement (Dexterity Surgical Inc)

Marketing Restrictions. 9.1 10.1 If: (a) 10.1.1 a registration is to be made pursuant to a registration notice under Section 2, and (b) 3 or Section 4 of this Agreement; 10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering, and (c) in the opinion of ; and 10.1.3 the managing underwriters of such public offering, offering determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided Securities shall be reduced first by excluding the offering price; and then Second: Series A Registrable Securities of the Holders shall be entitled to participate in such offering requesting registration on a pro rata among themselves in accordance with basis, second by excluding the remaining Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, provided, however, that such number of shares of Registrable Common which each such Holder Securities shall have requested not be reduced if any shares are to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities included in such registration shall be entitled to participate pro rata in accordance with underwriting for the number account of shares proposed to be registered by them the Company or otherwise allocated as they may agree; any person other than the Holders, and no Registrable Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriterunderwriters. 9.2 10.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a 10.2.1 any Holder requests registration of Registrable Securities under Section 4 5 of this Agreement, and; (b) 10.2.2 the offering proposed to be made is to be an underwritten public offering, ; and (c) in the opinion of 10.2.3 the managing underwriters of such public offering, offering determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares amount of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided Securities shall be reduced first by excluding the offering price; and then Third: Series A Registrable Securities of the Holders shall be entitled to participate in such offering requesting registration on a pro rata among themselves in accordance with basis, second by excluding the remaining Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, provided, however, that such number of shares of Registrable Common which each such Holder Securities shall have requested not be reduced if any shares are to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities included in such registration shall be entitled to participate pro rata in accordance with underwriting for the number account of shares proposed to be registered by them any person other than the Company or otherwise allocated as they may agreethe Holders; and no Registrable Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriterunderwriters. 9.3 10.3 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to Section 4 5 of this Agreement, the Company shall not be required to include any of the Registrable Common Securities of a Holder in such offering unless such Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the outstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.

Appears in 1 contract

Samples: Registration Rights Agreement (Argos Therapeutics Inc)

Marketing Restrictions. 9.1 8.1 If: (a) a registration There is to be made pursuant to a registration notice of Common under Section 2, and SECTION 2 or SECTION 3 of this Agreement; and (b) the offering proposed to be made is to be an underwritten public offering, and ; and (c) in the opinion of the managing underwriters of such public offering, offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offeringoffering (the "Underwriter Maximum"), then the rights of (i) the Holders to participate in such offering shall be in Stockholders, (ii) the following order of priority: First: Holders, (iii) the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissuediv) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter. 9.2 If: (a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: : (i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to include participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements; (ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Common Investor Registrable Stock it is entitled to register; (iii) THIRD, the number of shares of CTRC Registrable Stock ( as it wishes to include such term is defined in the offering; provided that the Company shall not Prior Agreement) requested to be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offeringtherein, up to a maximum such Underwriter Maximum (after taking into account the number of 10% shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the Common otherwise proposed number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register (iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Company under this paragraph First; Holders of Management Registrable Stock and then Second: Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register; (v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the Holders of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate in participate, with further successive pro rata allocations among the Holders of PRN Stock if any such offering Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register; (vi) SIXTH, the number of shares of Lilly Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among themselves in accordance with their respective aggregate cost the holders of such Lilly Stock on the basis of the number of shares of Registrable Common which each Lilly Stock owned by such Holder holders shall have be entitled to participate, with further successive pro rata allocations among the holders of Lilly Stock if any such holder has requested the registration of fewer than all of such shares of Lilly it is entitled to be registered until each such Holder has had register; and (vii) SEVENTH, the opportunity to sell a number of shares of Registrable Common equal Stock requested to such cost basis divided by be included therein, up to the offering price; Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and then Third: the Holders shall be entitled to participate in such offering (vi) above) allocated pro rata among themselves in accordance with the remaining holders of such Registrable Stock on the basis of the number of shares of Registrable Common which each Stock owned by such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate participate, with further successive pro rata in accordance with allocations among the number holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares proposed of Registrable Stock it is entitled to register; (viii) EIGHTH, other securities requested to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented up to by the managing underwriterUnderwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above). 9.3 8.2 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to Section 4 SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Common Stock of a Holder holder in such offering unless such Holder holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Ilex Oncology Inc)

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