Common use of Priority in Demand Registrations Clause in Contracts

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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Insignia Financial Group Inc /De/), Exchange Agreement (Insignia Financial Group Inc /De/)

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Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering-------------------------------- underwritten offering, and the sole or lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering 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 within a price range acceptable to the successful marketing Stockholder (such writing to state the basis of such opinion and the securities being offeredapproximate number of Registrable Securities which may be included in such offering), 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 Stockholder. If no such written request to notice is provided, the Company for inclusion thereof, allocated pro rata in proportion to the number of Registrable Securities requested to be included company may include in such Demand Registration by each securities for its own account or for the account of them and second, any other securities to be registered.persons. (c)

Appears in 1 contract

Samples: Private Network Agreement (Fibernet Telecom Group Inc\)

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 them, and second, any other securities to be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Insignia Financial Group Inc /De/)

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 underwriter advises 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 number of Registrable Securities requested to be included in such a Demand Registration exceeds the number which what can be sold in such offering without interfering with within a price range acceptable to the successful marketing of the securities being offeredQualified Demand Shareholders which requested such Demand Registration, then the Company shall will 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 which the Company is so advised can be sold in such offering, pro rata among the holders thereof requesting such registration on the basis of them and second, any other securities the number of Registrable Securities requested to be registeredincluded by such holders; provided that the Company will include in any Demand Registration, prior to the inclusion of any Registrable Securities which are not held by the Qualified Demand Shareholders which requested such Demand Registration, the number of Registrable Securities which are held by the Qualified Demand Shareholders which requested such Demand Registration which the Company is so advised can be sold in such offering, pro rata among such Qualified Demand Shareholders.

Appears in 1 contract

Samples: Registration Rights Agreement (Seminis Inc)

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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 and the Trust 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 and the Trust shall include in such Demand Registration, to the extent of the number which the Company is and the Trust are so advised may be included in such offering, firstfirst (except to the extent otherwise required under the terms of any registration rights granted by the Company prior to the date hereof), 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 and the Trust 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.

Appears in 1 contract

Samples: Exchange Agreement (Insignia Financial Group Inc /De/)

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