Priority in Piggy-Back Registrations Sample Clauses

Priority in Piggy-Back Registrations. If a registration pursuant to this Section 3 involves an underwritten offering of the securities so being registered, 8 whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this Section 3, use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed by such underwriters. Notwithstanding anything to the contrary, if the managing underwriter of such underwritten offering shall, in writing, inform the 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 exceeds the number which can be sold in (or during the time of) such offering, then the Company will 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, (x) in cases initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities that the Company proposes to register, (ii) second, the securities that have been requested to be included in such registration by Holders and Management Holders (pro rata on the amount of securities sought to be registered by such Holders and Management Holders), and (iii) third, the securities that have been requested to be included in such registration by Persons (other than Holders and Management Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders and Warrant Shares sought to be included by Holders shall be included pro rata based on the amount of securities sought...

Priority in Piggy-Back Registrations. If the managing underwriter of any underwritten offering or, in the case of any offering that is not underwritten, a nationally recognized investment banking firm shall advise the Company (and the Company shall in each case so advise each Selling Holder of Registrable Securities requesting registration of such advice in writing) that, in its opinion, the number or type of Registrable Securities requested to be included in such registration would materially adversely affect such offering or the market for the Company's securities, 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 of the Company proposed by the Company to be sold for its own account, or, in the case of a secondary offering made pursuant to demand registration rights granted to any Person other than a holder of Registrable Securities, all securities of the Company that such Person proposes to sell; second, all securities, if any (the "Principal Stockholders' Securities"), proposed by the Company to be sold for the account of the Principal Stockholders pursuant to the exercise of their piggy-back registration rights under the Principal Stockholders' Registration Rights agreement; third, all Registrable Securities, if any, requested to be included in such registration pursuant to the Timet Registration Rights Agreement (pro rata, based on the number of Registrable Securities requested to be included by each holder thereunder); fourth, 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 Selling Holder hereunder) among such Selling Holders; and fifth, all securities of the Company to be sold for the account of a Person other than a holder of Registrable Securities or Principal Stockholder Securities, as the case may be.

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: (i) first, the securities proposed by the Company to be sold for its own account, (ii) second, any Registrable Securities requested to be included in such registration pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iii) third, any other securities of the Company proposed to be included in such registration statement in accordance with the priorities, if any, then existing among the holders of such securities.

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 (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 the Registrable Shares requested to be included which may be distributed without such effect), then the Company may, upon written notice to the Holder, reduce (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of the Registrable Shares, if any, requested to be included so that the resultant aggregate number of the Registrable Shares requested to be included that will be included in such registration shall be equal to the number of shares stated in such managing underwriter's letter; provided, however, that the priority in such registration shall be as follows, (i) first, securities offered for the account of the Company or, if such registration is for a security holder exercising a contractual request for registration, then securities offered for the account of such security holder, and (ii) second, the Registrable Shares on a proportional basis.

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 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 the registration of which shall have been requested by each holder of Registrable Securities and each person other than the Company so that the resultant aggregate number of such Registrable 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 (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 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. (A) Offering for the Account of the Company. If the offering is initiated by the Company for the purpose of completing a primary offering of its securities, no Company shares shall be excluded until all shares sought to be included by Piggyback Investors and other security holders with similar rights are first excluded. Any exclusion of Registrable Securities shall be made pro rata among the Piggyback Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by each such Piggyback Investor, and pro rata with holders of other securities having the right to include such securities in the registration statement (except to the extent any existing agreements otherwise provide).

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.