Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 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 (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities requested by the managing underwriter(s) to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities 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 the securities the Company proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Renaissance Cosmetics Inc /De/)
Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its opinionview, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesSubject Equity) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities Subject Equity requested by the managing underwriter(s) to be included in such registration. In the event that the number amount of Registrable Securities Subject Equity requested to be included in such registration exceeds the number which, in the opinion view of such lead managing underwriter, can be sold, the number amount of such Registrable Securities Subject Equity to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities Subject Equity then held by each such Holder (provided that any shares Subject Equity thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities Subject Equity requested to be included in such registration is less than the number which, in the opinion view of the lead managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion view of the lead managing underwriter, can be sold.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Verio Inc)
Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company Holdings in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company Holdings which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company Holdings will include in such registration only the Registrable Securities requested by the managing underwriter(s) to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on in proportion to the basis of the relative respective number of shares requested to be registered to the extent necessary to reduce the total number of Registrable Securities then held shares requested to be included in such offering to the number of shares, if any, recommended by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner)managing underwriter. In the event that the number of Registrable Securities 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 Holdings may include in such registration the securities the Company Holdings proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
Appears in 1 contract
Samples: Shareholders and Registration Rights Agreement (Classic Communications Inc)
Priority in Demand Registrations Pursuant to Section. 2.13.1. If a Demand Registration pursuant to this Section 2.1 3.1 involves an underwritten offering and the managing underwriter advises the Company Demand Registrant in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesDemand Regis- xxxxx) exceeds the number which can be sold in such offering, the Company Demand Registrant will include in such registration only the Registrable Securities requested by the managing underwriter(s) to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders holders on the basis of the relative number of shares of Registrable Securities then held requested for registration by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner)holder. In the event that the number of Registrable Securities 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 Demand Registrant may include in such registration the securities the Company Demand Registrant proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
Appears in 1 contract
Samples: Membership Unitholders Agreement (Acme Intermediate Holdings LLC)
Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company Issuer in writing that, in its opinionview, the number of 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, the Company will include in such registration only the Registrable Securities requested by the managing underwriter(s) Holders to be included in such registration. In the event that the number of Registrable Securities requested , together with any other securities permitted to be included in such registration exceeds the number whichthat, in the opinion view of such lead managing underwriter, can be sold, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata PRO RATA among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number whichthat, in the opinion view of the lead managing underwriter, can be sold, the Company Issuer may (with the written consent of the Requisite Holders not to be unreasonably withheld) include in such registration the securities Shares that the Company Issuer proposes to sell up to the number of securities Shares that, in the opinion view of the lead managing underwriter, can be sold without adversely affecting the success of the offering, including the price at which the Registrable Securities can be sold.
Appears in 1 contract
Samples: Registration Rights and Stockholders Agreement (Atrium Companies Inc)
Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing thator underwriters have notified, in its opinionwriting, the Issuer and the Selling Holders of the Registrable Securities requesting such Demand Registration that it is their opinion that the total number of securities requested shares which the Selling Holders and any other Persons (including the Issuer) desiring to be included participate in such registration intend to include in such offering (including securities of the Company Issuer which are not Registrable Securities) exceeds is such as to materially and adversely affect the number which can be sold in success of such offering, including the Company price at which such securities can be sold, then the Issuer will exclude from such registration (i) shares requested to be sold by Persons (other than the Issuer and the Selling Holders) to the minimum extent necessary to avoid such effect, and (ii) to the extent additional shares must be excluded in order to avoid such effect, shares which the Issuer intended to include in such registration only offering to the Registrable Securities requested by minimum extent necessary to avoid such effect. After giving effect to the managing underwriter(s) to be included immediately preceding sentence, in such registration. In the event that that, in the written opinion of such managing underwriter or underwriters (delivered as provided above), the number of Registrable Securities requested to be included in such registration exceeds is still such as to materially and adversely affect the number which, in the opinion success of such managing underwriteroffering, including the price at which such securities can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities 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 the securities the Company proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
Appears in 1 contract
Samples: Common Stock Registration Rights and Stockholders Agreement (MMH Holdings Inc)
Priority in Demand Registrations Pursuant to Section. 2.1. If a Demand Registration pursuant to this Section 2.1 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 (including securities of the Company which are not Registrable Securities) exceeds the number which that can be sold in such offering, the Company will include in such registration only the Registrable Securities requested by the managing underwriter(s) to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number whichthat, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated (i) first, pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each requested to be included in such Holder Demand Registration (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner)) and (ii) second, pro rata on the basis of the number of other securities of the Company proposed to be included in such Demand Registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders. In the event that the number of Registrable Securities requested to be included in such registration is less than the number whichthat, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
Appears in 1 contract
Samples: Common Stock Registration Rights Agreement (Hvide Marine Inc)