Priority in Piggy-Back Registrations. If (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration shall be equal to the number of Shares of Common Stock stated in such managing underwriter's letter.
Priority in Piggy-Back Registrations. If (i) a registration pursuant to Article 3 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Holder by letter of its belief that the distribution of all or a specified number of such Warrant Shares concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Warrant Shares which may be distributed without such effect), then the Company may, upon written notice to the Holder, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Warrant Shares and securities proposed to be sold by any Person other than the Company the registration of which shall have been requested by the Holder and each security holder so that the resultant aggregate number of such securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter.
Priority in Piggy-Back Registrations. If a registration pursuant to this Paragraph 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 exceeds the number which can be sold in such offering without adversely affecting the 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 without adversely affecting the offering, securities determined as follows:
Priority in Piggy-Back Registrations. If in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such portion, if any, of the Registrable Securities that the Piggyback Investors have requested to have included as the underwriter shall permit.
Priority in Piggy-Back Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holder in writing, then the Company will include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account or for the account of a Person other than a holder of Registrable Securities, and second, such Registrable Securities requested to be included in such registration pursuant to this Agreement, pro rata (based on the number of Registrable Securities requested to be included by each Requesting Holder) among such Requesting Holders.
Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Holder's Representative (if any Registrable Shares held by the Holder have been requested to be included in such underwritten offering) by letter of its belief that the distribution of all or a specified number of the Registrable Shares requested to be included concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of
Priority in Piggy-Back Registrations. If a registration pursuant to this Section 3.03 involves a Public Offering and the managing underwriter shall advise the Issuer that, in its view, the number or proposed mix of securities (including all Registrable Common Shares) which the Issuer, the Holders and any other Persons intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the priority listed below, securities up to the Maximum Offering Size:
Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Section 10b involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Corporation, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of the investor are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Corporation and the Investor of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Corporation may include in such offering all securities proposed by the Corporation to be sold for its own account and all securities proposed to be sold by other holders of Registrable Securities exercising demand registration rights (if any) and may decrease the number of Registrable Securities and other securities of the Corporation that requested to be included in such registration by decreasing the Registrable Securities requested to be included in such registration (pro rata among the holders requesting such registration on the basis of the number of shares of such securities held by such holder immediately prior to the
Priority in Piggy-Back Registrations. If any of the shares of Nobel Common Stock registered pursuant to any Piggy-Back Registration are to be sold in one or more firm commitment underwritten offerings, and the managing underwriter or underwriters advise Nobel and the holders of such shares of Nobel Common Stock in writing that in its or their opinion the number of shares of Nobel Common Stock (including Nobel Shares) proposed to be sold in such offering exceeds the maximum number that can be sold in such offering without materially adversely affecting the success thereof, Nobel shall include in such registration only such maximum number of shares of Nobel Common Stock which, in the opinion of such underwriter or underwriters, can be sold without such material adverse effect, such shares to be allocated as follows: first, there shall be included in such offering prior to any Nobel Shares (i) all the shares of Nobel Common Stock which Nobel proposes to sell for its own account, (ii) any and all shares of Nobel Common Stock being registered pursuant to "demand" registration rights of a holder or holders (provided that the number of demand registration rights held by the holders of such shares is reduced upon completion of the offering), (iii) any and all shares of Nobel Common Stock held by persons (or their successors) who as of February 2, 1996 are entitled to contractual "piggy-back" or "incidental" rights to be included in the Piggy-Back Registration, and (iv) any and all shares of Nobel Common Stock held by persons to whom shares of Nobel Common Stock are issued after the date hereof in connection with a financing transaction (not including Seller financing of the acquisition by Nobel of a business); second, there shall be included in such offering Nobel Shares and other shares of Nobel Common Stock held by persons having rights to include their shares in the Piggy-Back Registration (but not entitled to priority under clause "first") pro rata among all holders as nearly as practicable to the respective numbers of shares of Nobel Common Stock requested to be included therein by such holders; third, shares held by persons who have no or inferior contractual "piggy-back" or "incidental" rights.
Priority in Piggy-Back Registrations. If a registration pursuant to this Section 8 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company shall, if requested by any Selling Holder and subject to the provisions of this Section 8, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder among the securities to be distributed by such underwriters. If the managing underwriter of such underwritten offering shall, in writing, inform the Selling Holders requesting such registration and the holders of any of the Company’s other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the number of securities requested to be included in such registration would materially and adversely affect the success of such offering, then the Company shall be required to include in such Registration Statement only the amount of securities that it is so advised should be included in such registration. In such event:
