Priority in Demand Registrations Sample Clauses

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of ▇▇▇▇▇, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders shall not be entitled to participate in any such registration requested by ▇▇▇▇▇ or the Outside Stockholders (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may be.

Priority in Demand Registrations. If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata among the Demand Party and all other parties that have requested that their Registrable Securities be sold pursuant to Section 2.1(a), if any, on the basis of the relative number of securities requested to be included in such registration by each such Holder. Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

Priority in Demand Registrations. If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to each Holder that has requested that its Registrable Securities be included in such underwritten offering) that, in its opinion, the number of Registrable Securities requested to be included in such offering (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such offering shall be allocated pro rata among the Holders that have requested that their Registrable Securities be included in such offering, including pursuant to Section 2.2(i), if any, on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among all such remaining parties in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the Registrable Securities being sold by all Sponsor Holders in such offering.

Priority in Demand Registrations. If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata among the Demand Party and all of the following parties on the basis of the relative number of Securities proposed to be offered in such offering (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among all such remaining parties in like manner): (i) the Registrable Securities the Demand Party proposes to sell; and (ii) the Registrable Securities requested to be sold by Holders pursuant to Section 2.1(a).

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Stockholder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without interfering with the successful marketing of the securities being offered, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, first, the Registrable Securities requested to be included in the Demand Registration by the Initiating Stockholders and those other Stockholders who have made a written request to the Company for inclusion thereof, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them and second, any other securities to be registered.

Priority in Demand Registrations. If a demand registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy sent to each Holder of the Registrable Securities requesting registration) that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, such registration will include only that number of the Registrable Securities which the Company is so advised can be sold in such offering, drawn pro rata from the Holders of the Registrable Securities requesting such registration on the basis of the percentage of Registrable Securities held by the Holders of Registrable Securities which have requested that such securities be included. In connection with any such registration, no securities other than the Registrable Securities shall be covered by such registration.

Priority in Demand Registrations. In a Registration Statement -------------------------------- pursuant to Article II initiated by any Holder or Holders other than a ▇▇▇▇ Group, if the managing underwriters of an underwritten offering or the selling broker in an offering on a delayed or continuous basis inform the Holders that the total number of Registrable Securities which the Holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then such offering shall include (i) first, 100% of the Registrable Securities the initiating Holder or Holders propose to sell, (ii) second, the number of Registrable Securities requested by a Demand Piggybacker or Demand Piggybackers to be included in such registration which, in the good faith judgment of such managing underwriter or underwriters or selling broker, as the case may be, can be sold and not materially and adversely affect the success of the offering, allocated pro rata among all requesting Demand Piggybackers on the basis of the relative number of Registrable Securities sought to be registered by each such Demand Piggybacker, and (iii) (a) in the case of an underwritten offering only, third, the number of Registrable Securities requested by a ▇▇▇▇ Piggybacker or ▇▇▇▇ Piggybackers to be included in such registration which, in the good faith judgment of such managing underwriter or underwriters can be sold and not materially and adversely affect the success of the offering, allocated pro rata among all requesting ▇▇▇▇ Piggybackers on the basis of the relative number of Registrable Securities sought to be registered by each such ▇▇▇▇ Piggybacker; and fourth, the number of securities of the Company or its securityholders (other than the Shareholders) allocated among them pursuant to any allocation method agreed among them; or (b) in the case of a nonunderwritten offering only, third, the number of Registrable Securities requested by a ▇▇▇▇ Piggybacker and the number of securities of the Company or its securityholders (other than the Shareholders) allocated among them pursuant to any allocation method agreed among them with respect to all shares sought to be registered by them. In a Registration Statement pursuant to Article II initiated by a ▇▇▇▇ Group that is not an underwritten offering, if the selling broker in an offering on a delayed or continuous basis informs the Holders that the total number of Registrable Securities which the Holders intend to include in such offering is such a...

Priority in Demand Registrations. If a requested registration pursuant to this Section 3.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such requesting holders of Registrable Securities and holders of Common Stock who have piggyback registration rights pursuant to an Other Registration Rights Agreement on the basis of the relative number of shares of Common Stock then held by each such holder. In the event that the number of Registrable Securities and shares of Common Stock of other holders, in each case entitled to registration rights with respect to such Common Stock requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- this Section 1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, an investment banker) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting such offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the Registrable ----- Securities of the Majority Stockholder requested to be included in such registration, together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the basis of the number of --- ---- Registrable Securities (other than any Option Shares) requested to be included in such registration by such holders, second, any Option Shares, pro rata, among ------ --- ---- such holders, on the basis of the number of such Option Shares requested to be included in such registration by such holders and third, the securities, if any, ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registration.