Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft in writing that, in its opinion, the number of securities that AremisSoft, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in such registration).

Appears in 2 contracts

Samples: Registration Rights Agreement (Aremissoft Corp /De/), Registration Rights Agreement (Aremissoft Corp /De/)

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Priority in Incidental Registration. If a registration pursuant to ----------------------------------- this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft BAMSI in writing that, in its opinion, the number of securities that AremisSoftwhich BAMSI, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft BAMSI will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) % of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) % of the securities AremisSoft BAMSI proposes to sell for its own account; and (iii) third, to the extent that the number of securities that which such Other Holders exercising demand registration rights and AremisSoft BAMSI propose to sell is less than the number of securities that AremisSoft which BAMSI has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that which the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectivelywhich, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above above; and (provided iv) fourth, to the extent that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested which are to be registered by Other Holders exercising included in such incidental or "piggyback" registration rights exceeds pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number that AremisSoft of securities which BAMSI has been advised can be sold in such offering without having the adverse effect referred to above, the such number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in the offering for the account of any Other Holders which, in the opinion of such registrationmanaging underwriter(s), can be sold without having the adverse effect referred to above.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ba Merchant Services Inc), Registration Rights Agreement (Ba Merchant Services Inc)

Priority in Incidental Registration. If Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for a registration pursuant to this Section 2 2.1 that involves an underwritten offering and shall advise the managing underwriter(s) in good faith advise(s) AremisSoft in writing Company that, in its reasonable opinion, the inclusion of the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of securities that AremisSoft, the Holders and any other Persons intend Registrable Securities to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including for the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms account of such Other Holders' registration rights provide otherwise); Holders shall be reduced (iiand may be reduced to zero) second, one hundred percent (100%) of in accordance with the securities AremisSoft proposes to sell for its own account; and (iii) third, to managing underwriter's recommendation. In the extent event that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested Securities to be included in such any registration pursuant is reduced (but not to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(szero), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be Securities included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders all requesting Holders, on the basis of the relative --- ---- number of shares of such Registrable Shares or other securities that Securities each such Holder and Other Holder has had requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2. 1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Appears in 2 contracts

Samples: Registration Rights Agreement (Smithfield Foods Inc), Registration Rights Agreement (Smithfield Foods Inc)

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft Track 'n Trail in writing that, in its opinion, the number of securities that AremisSoftTrack 'n Trail, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft Track 'n Trail will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft Track 'n Trail proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft Track 'n Trail propose to sell is less than the number of securities that AremisSoft Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in such registration).

Appears in 1 contract

Samples: Registration Rights Agreement (Track N Trail Inc)

Priority in Incidental Registration. If In a registration ----------------------------------- pursuant to this Section 2 involves 4.2 (and not involving a Registration Request) involving an underwritten offering, if the managing underwriter of such underwritten offering shall inform the Company and the managing underwriter(s) relevant Stockholders by letter of its belief that the amount of Securities to be included in good faith advise(s) AremisSoft in writing thatsuch registration would adversely affect the ability to effect such offering, in its opinion, then the number of securities that AremisSoft, the Holders and any other Persons intend Company will be required to include in such registration exceeds only the largest number amount of securities that can which it is so advised should be sold included in such offering. In such event: (x) in cases initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration as follows: (i) first, if the registration pursuant shares of Common Stock which the Company proposes to this Section 2 was initiated by Other Holders exercising demand registration rightsregister, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has Securities which have been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to this Section 2(a) hereof 4.2 and such number the securities of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority Persons party to the Stockholders' and Registration Rights Agreement which have been requested to be included in such registration and which collectively, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number Stockholders' and Registration Rights Agreement (pro rata based on the amount of securities requested sought to be registered by Other Holders exercising such incidental or Persons), (iii) third, the securities of other Persons entitled to exercise "piggybackpiggy-back" registration rights exceeds pursuant to contractual commitments of the number that AremisSoft has been advised can Company (pro rata based on the amount of securities sought to be sold registered by such Persons); and (y) in cases not initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering without having the adverse effect referred to aboveas follows: (i) first, the number securities of such Registrable Shares and other securities any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, the Securities of Stockholders which have been requested to be included in such registration by pursuant to this Section 4.2 and the Holders securities of Persons party to the Stockholders' and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has Registration Rights Agreement which have been requested to be included in such registrationregistration pursuant to the Stockholders' and Registration Rights Agreement (pro rata based on the total amount of securities sought to be registered by such Persons), (iii) third, securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such Persons) and (iv) fourth, the shares of Common Stock which the Company proposes to register.

Appears in 1 contract

Samples: Stockholders' Agreement (FTD Com Inc)

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Priority in Incidental Registration. If Notwithstanding anything to the contrary contained in this Agreement, if the managing underwriter for a registration pursuant to this Section 2 2.1 that involves an underwritten offering and shall advise the managing underwriter(s) in good faith advise(s) AremisSoft in writing Company that, in its reasonable opinion, the inclusion of the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of securities that AremisSoft, the Holders and any other Persons intend Registrable Securities to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including for the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms account of such Other Holders' registration rights provide otherwise); Holders shall be reduced (iiand may be reduced to zero) second, one hundred percent (100%) of in accordance with the securities AremisSoft proposes to sell for its own account; and (iii) third, to managing underwriter's recommendation. In the extent event that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested Securities to be included in such any registration pursuant is reduced (but not to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(szero), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be Securities included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders all requesting Holders, on the basis of the relative number of shares of such Registrable Shares or other securities that Securities each such Holder and Other Holder has had requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro rata basis by an aggregate amount equal to the number of shares withdrawn pursuant to the Withdrawal Notice, subject to the other terms of this Section 2. 1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Appears in 1 contract

Samples: Registration Rights Agreement (Smithfield Foods Inc)

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft Track 'n Trail in writing that, in its opinion, the number of securities that AremisSoftTrack 'n Trail, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft Track 'n Trail will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft Track 'n Trail proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft Track 'n Trail propose to sell is less than the number of securities that AremisSoft Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectivelywhich, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); and (iv) fourth, to the extent that the number of securities that are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any Other Holders that, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 2(b) shall be allocated pro rata among all such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in such registration).

Appears in 1 contract

Samples: Registration Rights Agreement (Track N Trail Inc)

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft in writing that, in its opinion, the number of securities that AremisSoft, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) 2.1 hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) 2.1 hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in such registration).

Appears in 1 contract

Samples: Stock Purchase Agreement (Aremissoft Corp /De/)

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