Common use of Other Registration Rights Clause in Contracts

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 37 contracts

Samples: Registration Rights Agreement (Horizon Lines, Inc.), Registration Rights Agreement (Broadwing Corp), Registration Rights Agreement (Emc Corp)

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Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Allied Riser Communications Corp), Registration Rights Agreement (Charter Communications Inc /Mo/), Registration Rights Agreement (Calpine Corp)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Regis­tration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Man­aging Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Aar Corp), Registration Rights Agreement (Priceline Com Inc), Registration Rights Agreement (Cogent Communications Group Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-piggy- back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Bea Systems Inc), Registration Rights Agreement (Exodus Communications Inc), Registration Rights Agreement (Bea Systems Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering Underwritten Offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Aar Corp), Registration Rights Agreement (Aar Corp)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided PROVIDED that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cummins Capital Trust I), Registration Rights Agreement (Millennium Pharmaceuticals Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back piggyback on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back piggyback rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back piggyback rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Newell Financial Trust I), Registration Rights Agreement (Host Marriott Corp/Md)

Other Registration Rights. The Company may have granted and may in the future grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 2 contracts

Samples: Registration Rights Agreement (Siebel Systems Inc), Registration Rights Agreement (Cor Therapeutics Inc / De)

Other Registration Rights. The Company may grant or may have granted registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Amylin Pharmaceuticals Inc), Registration Rights Agreement (Amylin Pharmaceuticals Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back piggyback on any Shelf Resale Registration Statement, ; provided that if the Managing Underwriter Underwriters of any underwritten offering Underwritten Offering conducted pursuant to Section 6 3(D) hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back piggyback rights intend to include in any Shelf Resale Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back piggyback rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter Underwriters prior to any reduction in the amount of Registrable Securities to be included in such Shelf Resale Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nextel Communications Inc), Registration Rights Agreement (Nextel Communications Inc)

Other Registration Rights. The From the date of this Agreement, the Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights granted after the date of this agreement will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rite Aid Corp), Registration Rights Agreement (Rite Aid Corp)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided PROVIDED that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pep Boys Manny Moe & Jack), Registration Rights Agreement (Priceline Com Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof to which the Company has agreed notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Central European Media Enterprises LTD), Registration Rights Agreement (Lawson Software, Inc.)

Other Registration Rights. The Company Issuers may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Saks Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any the Shelf Registration Statement, provided PROVIDED, HOWEVER, that if the Managing Underwriter Underwriter, if any, of any an underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any the Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such the Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Aspen Technology Inc /De/)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing 17 Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Affiliated Computer Services Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then then, subject to any rights existing as of the date hereof, the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Gilead Sciences Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided PROVIDED that if the Managing Underwriter Underwriter, if any, of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Affiliated Computer Services Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights granted after the date hereof will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Amf Bowling Inc)

Other Registration Rights. The Company Issuers may grant registration rights ------------------------- that would permit any person Person that is a third party the right to piggy-back piggyback on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Issuers and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back piggyback rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back piggyback rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Amerisource Health Corp/De)

Other Registration Rights. The Company Host REIT may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Host REIT and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Host Hotels & Resorts L.P.)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statementshelf registration statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Registerable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (International Game Technology)

Other Registration Rights. The Company Issuer may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Issuer and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (RSL Communications LTD)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Exodus Communications Inc)

Other Registration Rights. The Company Shire may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Shire and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Shire Pharmaceuticals Group PLC)

Other Registration Rights. The Company OI Inc. may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company OI Inc. and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Owens-Illinois Group Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided provided, however, that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for in such registration statement, in addition to the account of holders of such piggy-back rights Registrable Securities, will be reduced on a pro rata basis to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration StatementUnderwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Xl Capital LTD)

Other Registration Rights. The Company and Ribapharm may grant registration rights that would permit any person that is a third party the right to piggy-piggy back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Company, Ribapharm and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-piggy back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-piggy back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Valeant Pharmaceuticals International)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided provided, however, that if the Managing Underwriter Underwriter, if any, of any an underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Registration Rights Agreement (Genesco Inc)

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Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-piggy- back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Analog Devices Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back piggyback on any the Shelf Registration Statement, provided that (subject to any contractual obligations of the Company in effect on the date hereof) if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back piggyback rights intend to include in any the Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back piggyback rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Warrant Registration Rights Agreement (Highwaymaster Corp)

Other Registration Rights. The Company may grant or may have granted registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Regis­tration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Man­aging Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Amylin Pharmaceuticals Inc)

Other Registration Rights. The Company Invesco Mortgage Capital may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company Invesco Mortgage Capital and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Invesco Mortgage Capital Inc.)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement; provided, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Lions Gate Entertainment Corp /Cn/)

Other Registration Rights. The From the date of this Agreement, the Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided ; PROVIDED that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights granted after the date of this agreement will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities Conversion Shares to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Registration Rights Agreement (Source Capital Corp)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Resale Registration Statement, ; provided that if the Managing Underwriter Underwriters of any underwritten offering conducted pursuant to Section 6 3(D) hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Resale Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter Underwriters prior to any reduction in the amount of Registrable Securities Shares to be included in such Shelf Resale Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Nextel Communications Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party Person the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Cuc International Inc /De/)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Regis­tration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Medarex Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 7 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Unumprovident Corp)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 7 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (GPPD Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statementshelf registration statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Schlumberger LTD /Nv/)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided PROVIDED, HOWEVER, that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for in such registration statement, in addition to the account of holders of such piggy-back rights Registrable Securities, will be reduced on a pro rata basis to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration StatementUnderwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Xl Capital LTD)

Other Registration Rights. The From the date of this Agreement, the Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders Holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then the amount, the number or kind of securities to be offered for the account of holders Holders of such piggy-back rights granted after the date of this agreement will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Registration Rights Agreement (Hutchinson Technology Inc)

Other Registration Rights. The From the date of this Agreement, the Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided ; PROVIDED that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights granted after the date of this agreement will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Registration Rights Agreement (Coeur D Alene Mines Corp)

Other Registration Rights. The Company may have granted and may in the future grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Atmi Inc)

Other Registration Rights. The From the date of this Agreement, the Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriter, if any, of any underwritten such offering conducted pursuant delivers an opinion to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders they and the holders of such piggy-back rights intend to include in any Shelf Registration Regis tration Statement is so large as to materially threaten adversely affect the success of such offering (including the price at which such securities can be sold), then only the amount, the number or kind of securities to be offered for the account of holders of such piggy-back rights granted after the date of this agreement will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statementincluded.

Appears in 1 contract

Samples: Registration Rights Agreement (America Online Inc)

Other Registration Rights. The Company may grant registration rights that would permit any person Person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter Underwriters, if any, of any underwritten offering conducted pursuant to Section 6 hereof notifies the Company and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and or kind recommended by the Managing Underwriter Underwriters prior to any reduction in the amount of Registrable Securities to be included in such Shelf Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (I2 Technologies Inc)

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