Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.
Priority in Demand Registration. In a registration pursuant to Section 6.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereof.
Priority in Demand Registration. If a registration pursuant to this Agreement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company, Holder and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, all the securities the Company proposes to sell for its own account, (ii) second, a number of such securities equal to the number, in the opinion of such underwriters, which can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among Holder and other persons having similar registration rights on the basis of the relative number of securities Holder and other persons have requested or are required to be included in such registration.
Priority in Demand Registration. If a Demand Registration involves an offering by or through an underwriter or underwriters, and the managing underwriter or underwriters of such offering advise the Company and the holders of Registrable Securities sought to be registered pursuant to such Demand Registration in writing that in their opinion the size of the offering which such holders and all other persons including the Company intend to make is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the account of holders of Registrable Securities shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as the Company, then with respect to the Registrable Securities intended to be offered by holders of Registrable Securities, the proportion by which the amount of such securities is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced, except to the extent such other persons are entitled to a lesser reduction under the Existing Registration Rights Agreements.
Priority in Demand Registration. If the managing underwriter of any underwritten offering shall advise the Company (and the Company shall so advise each Selling Holder of such advice) that, in its opinion, the securities requested to be included in such registration exceeds the number which can successfully be sold in such offering within a price range acceptable to Jupiter, then the Company will include in such registration, to the extent of the Registrable Securities which the Company is so advised can be sold in such offering, first, all securities proposed to be registered by Jupiter and, second, to the extent additional shares of Common Stock may be included in such offering, all other shares proposed to be registered, pro rata among the other Selling Holders of Registrable Securities participating in such registration (relative to the number of Registrable Securities originally requested to be registered by such Selling Holders) (subject, in the case of any Management Stockholder or his Permitted Transferees, to the Proportional Amount limitation); provided that if the number of Registrable Securities that such managing underwriter advises can be sold in such offering is less than 75% of all the Registrable Securities that Jupiter had requested be included, Jupiter may withdraw its written request made pursuant to Section 1(a) (Demand Registration) and such written request will not be considered a request for registration for the purposes of Section 1(a).
Priority in Demand Registration. In a registration pursuant to this Section 2 involving an underwritten offering, if the managing underwriter of such underwritten offering shall inform the Company and FTDI by letter of its belief that the amount of Registrable Shares to be included in such registration would adversely affect the ability to effect such offering, then the Company will be required to include in such registration only the amount of securities that it is so advised should be included in such offering. In such event, the Company will include in such registration prior to the inclusion of any securities that are not Registrable Shares the maximum number of Registrable Shares that in the opinion of such underwriters can be included in such offering.
Priority in Demand Registration. Notwithstanding any other provision contained in this Section 13A, if a Demand Registration involves an offering by or through underwriters, and the underwriter managing the offering reasonably believes in good faith that the inclusion of all Registrable Securities requested by Holders to be included in the Registration Statement would materially adversely affect such offering, such managing underwriter shall so advise each Holder of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities of Holders that may be included in the underwriting shall be allocated among all such Holders pro rata in proportion to the number of Registrable Securities such Holders have requested to be registered; provided however that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
Priority in Demand Registration. 9 6.7 Piggy-Back Registration........................................................9 6.8 Priority in Piggy-Back Registration...........................................10 6.9 Limitations, Conditions and Qualifications to Obligations Under Registration Covenants.....................................................................11 6.10 Restrictions on Sale by the Company and Others................................12 6.11 Rule 144 and Rule 144A........................................................13
Priority in Demand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other Securities requested to be included in such offering exceeds the number of Registrable Securities and other Securities, if any, which can be sold therein without adversely affecting the marketability of the offering (the “Offering Quantity”), the Company will include in such registration Securities in the following priority:
Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such
