Priority in Piggy Clause Samples
The "Priority in Piggy" clause establishes the order in which rights or claims are exercised when multiple parties seek to participate in a piggyback or tag-along sale of shares. In practice, this clause determines which shareholders have the first opportunity to sell their shares alongside a selling shareholder, and how any available sale allocation is distributed among interested parties. By clearly defining the hierarchy or sequence of participation, the clause prevents disputes and ensures a fair and transparent process for all involved shareholders during a sale event.
Priority in Piggy. Back Registration Rights in connection with Registrations or Company Account. If the registration referred to in Section 2(c) is to be an underwritten public offering for the account of the Company and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by the Investors and other holders of securities entitled to participate in the registration, drawn from them pro rata based on the number each has requested to be included in such registration.
Priority in Piggy back Registrations. If the managing underwriter of any underwritten offering shall inform the Company that the Registrable 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 the Company, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent of the Registrable Securities and other shares of Common Stock which the Company is so advised can be sold in such offering, first, all securities proposed to be registered by the Company for its own account, and second, to the extent additional shares of Common Stock may be registered in such offering, all of the Registrable Securities requested to be registered, pro rata (subject, in the case of any Management Stockholder or his Permitted Transferees, to the Proportional Amount limitation). In connection with any registration as to which this Section 2(b) applies, the Requesting Holders shall have the right, upon written notice to the Company within 10 days of receipt of notice from the Company, to withdraw from such registration the Registrable Securities requested to be registered by such Requesting Holders.
Priority in Piggy. Back Registration Rights in connection with ------------------------------------------------------------- Registrations for Company Account. If the registration referred to in Section --------------------------------- 2
Priority in Piggy. Back Registration Rights in connection with ------------------------------------------------------------- Registrations or Company Account. If the registration referred to in -------------------------------- Section 2(c) is to be an underwritten public offering for the account of the Company and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by the Investors and other holders of securities entitled to participate in the registration, drawn from them pro rata based on the number each has requested to be included in such registration.