Priority in Cutback Registrations. If a Piggyback Registration becomes a Cutback Registration, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering:
Priority in Cutback Registrations. If a Demand Registration becomes a Cutback Registration, the Company will include in any such registration to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering (i) first, Registrable Securities requested to be included in such registration by the Requesting Holders, pro rata on the basis of the number of Registrable Securities requested to be included by such holders and (ii) second, other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Demand Registration.
Priority in Cutback Registrations. With respect to any Requested Public Offering effected by the Company during the Initial Six-Month Period, if such Requested Public Offering becomes a Cutback Registration, the Company will include in any such Requested Public Offering a number of Registrable Securities not less than that which the Managing Underwriter determines is the maximum number of Registrable Securities that may be sold in such Requested Public Offering without causing a significant disruption in the market for shares of the Common Stock, which Registrable Securities shall be allocated among the Cerro Entities and the PD Entities that have elected to participate in such Requested Public Offering pro rata on the basis of the number of Registrable Securities each such Cerro Entity and/or PD Entity owns on the date that the Managing Underwriter makes such determination. Following the determination of any such pro rata allocation, each of Cerro and PD shall have the right to specify what portion of the aggregate Registrable Securities so allocated to the participating Cerro Entities (in the case of Cerro) and the participating PD Entities (in the case of PD) may be sold by each such participating Cerro Entity or PD Entity, as applicable, in connection with such Cutback Registration.
Priority in Cutback Registrations. If a Piggyback Registration becomes a Cutback Registration, State Auto Financial will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises State Auto Financial can be sold in such offering:
Priority in Cutback Registrations. If a Demand Registration becomes a Cutback Registration, State Auto Financial will include in any such registration to the extent of the number which the Managing Underwriter advises State Auto Financial can be sold in such offering (i) FIRST, Registrable Securities requested to be included in such registration by the Requesting Holders, pro rata on the basis of the number of Registrable Securities requested to be included by such holders and (ii) SECOND, other securities of State Auto Financial proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Demand Registration.
Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securities, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.
Priority in Cutback Registrations. If a Requested Registration becomes a Cutback Registration, the Company will include in any such registration, to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering, (i) FIRST, Registrable Securities requested to be included in such registration by the Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, (ii) SECOND, other Registrable Securities requested to be included in such registration by the other Requesting Holders (if any), PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (iii) THIRD other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Requested Registration. If the Requesting Holders are unable to register at least eighty-five percent (85%) of the Registrable Securities which they have requested to be registered, then such registration shall not count as a Requested Registration for purposes of this Section 1, and the Requesting Holders will be entitled to request the registration of their Registrable Securities on an additional occasion.
Priority in Cutback Registrations. If a Demand Registration becomes a Cutback Registration, the Company will include in any such registration to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering (i) first, Registrable Securities requested to be included in such registration by the Initiating Holders, pro rata on the basis of the number of Registrable Securities requested to be included by such holders, and (ii) second, other Registrable Securities requested to be included in such registration by the other Requesting Holders, pro rata on the basis of the number of Registrable Securities requested as to be included by such holders, and (iii) third, other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Demand Registration.
Priority in Cutback Registrations. If a Piggyback Registration becomes a Cutback Registration, the Company shall include in such registration, to the extent of the amount of the shares of capital stock which the managing underwriter advises the Company can be sold in such offering, first, the shares of capital stock proposed by the Company to be sold for its own account, and second, any shares of capital stock requested to be included in the registration by holders of such shares, pro rata on the basis of the total number of such shares held by holders thereof. Any shares of capital stock so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.
Priority in Cutback Registrations. If a Demand Registration becomes a Cutback Registration, the Company shall include in such registration the amount of securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (i) FIRST, the Registrable Securities included in the Demands for Registration or the Requests for Registration PRO RATA among the Holders making such Demands for Registration or Requests for Registration in proportion to the number of Registrable Securities included in their Demands for Registration or Requests for Registration, and (ii) SECOND, the securities of the Company included in such registration by the Company for sale for its own account.
