Common use of Priority in Piggyback and Demand Registrations Clause in Contracts

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “Section 2 Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Company (or, in the case of a Demand Registration, to Xxxxxxxxx), the Company shall include in such offering (i) first, all the securities the Company proposes to register for its own sale (or, in the case of a Demand Registration, that Xxxxxxxxx proposes to register), and (ii) second, to the extent that the securities the Company proposes to register are less than the Section 2 Sale Number, all Registrable Securities requested to be included by all Shareholders; provided, however, that if the number of such Registrable Securities exceeds (x) the Section 2 Sale Number less (y) the number of securities included pursuant to clause (i) hereof, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Shareholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company is obligated to effect pursuant to Section 2.2 hereof.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “"Section 2 3.1 Sale Number”") that can be sold in an orderly manner in such offering within a price range acceptable to the Company (or, in the case of a Demand Registration, to Xxxxxxxxxthe Initiating Party thereof), the Company shall include in such offering (ia) first, all the securities the Company proposes to register for its own sale (or, in the case of a Demand Registration, that Xxxxxxxxx proposes to register)sale, and (iib) second, to the extent that the securities the Company proposes to register are less than the Section 2 3.1 Sale Number, all Registrable Securities requested to be included by all ShareholdersStockholders; provided, however, that that, if the number of such Registrable Securities exceeds (xi) the Section 2 3.1 Sale Number less (yii) the number of securities included pursuant to clause (ia) hereofabove, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting ShareholdersStockholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder Stockholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1.4 in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company is obligated to effect for an Initiating Party pursuant to Section 2.2 hereof3.1.2.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “Section 2 Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Company (or, in the case of a Demand Registration, to Xxxxxxxxxthe New Series A Investors and their Affiliates, as applicable), the Company shall include in such offering offering: (a) in the case of a Demand Registration, (i) first, all the securities the Series A Investors propose to register, to be allocated pro rata on the basis of the relative number of Registrable Securities each Series A Investor beneficially owns and (ii) second, all the securities the Company proposes to register for its own sale; and (b) in the case of any other registration, (i) first, all the securities the Company proposes to register for its own sale (or, in the case of a Demand Registration, that Xxxxxxxxx proposes to register), and (ii) second, to the extent that all the securities the Company proposes Series A Investors propose to register are less than the Section 2 Sale Numberregister, all Registrable Securities requested to be included by all Shareholders; provided, however, that if the number of such Registrable Securities exceeds (x) the Section 2 Sale Number less (y) the number of securities included pursuant to clause (i) hereof, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Shareholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder then holdsSeries A Investor beneficially owns. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 in connection with 3.1.5 of greater than 10% of the Registrable Securities requested to be registered by the New Series A Investors and their Affiliates, as applicable, of a Demand Registration, such registration shall not be deemed to be a Demand Registration initiated by the Required New Series A Investors on their behalf for the purposes of determining the maximum number of Demand Registrations the Company is obligated to effect pursuant to Section 2.2 hereof3.1.2.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company Holdings in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “Section 2 3.1 Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Company Holdings (or, in the case of a Demand Registration, to XxxxxxxxxFPC), the Company Holdings shall include in such offering (ia) first, all the securities the Company Holdings proposes to register for its own sale (or, in the case of a Demand Registration, all the securities that Xxxxxxxxx proposes FPC desires to registerhave registered), and (iib) second, to the extent that the securities the Company Holdings proposes to register (or, in the case of a Demand Registration, the securities that FPC desires to have registered) are less than the Section 2 3.1 Sale Number, all Registrable Securities requested to be included by all ShareholdersStockholders (other than FPC, in the case of a Demand Registration); provided, however, that that, if the number of such Registrable Securities exceeds (xi) the Section 2 3.1 Sale Number less (yii) the number of securities included pursuant to clause (ia) hereofabove, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting ShareholdersStockholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder Stockholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1.4 in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company Holdings is obligated to effect for FPC pursuant to Section 2.2 hereof3.1.2.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company NewCo in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “Section 2 3.1 Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Company NewCo (or, in the case of a Demand Registration, to XxxxxxxxxFPC), the Company NewCo shall include in such offering (ia) first, all the securities the Company NewCo proposes to register for its own sale (or, in the case of a Demand Registration, all the securities that Xxxxxxxxx proposes FPC desires to registerhave registered), and (iib) second, to the extent that the securities the Company NewCo proposes to register (or, in the case of a Demand Registration, the securities that FPC desires to have registered) are less than the Section 2 3.1 Sale Number, all Registrable Securities requested to be included by all ShareholdersShareholders (other than FPC, in the case of a Demand Registration); provided, however, that that, if the number of such Registrable Securities exceeds (xi) the Section 2 3.1 Sale Number less (yii) the number of securities included pursuant to clause (ia) hereofabove, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Shareholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1.4 in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company NewCo is obligated to effect for FPC pursuant to Section 2.2 hereof3.1.2.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company WireCo in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “Section 2 3.1 Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Company WireCo (or, in the case of a Demand Registration, to XxxxxxxxxNewCo), the Company WireCo shall include in such offering (ia) first, all the securities the Company WireCo proposes to register for its own sale (or, in the case of a Demand Registration, all the securities that Xxxxxxxxx proposes NewCo desires to registerhave registered), and (iib) second, to the extent that the securities the Company WireCo proposes to register (or, in the case of a Demand Registration, the securities that NewCo desires to have registered) are less than the Section 2 3.1 Sale Number, all Registrable Securities requested to be included by all ShareholdersStockholders (other than NewCo, in the case of a Demand Registration); provided, however, that that, if the number of such Registrable Securities exceeds (xi) the Section 2 3.1 Sale Number less (yii) the number of securities included pursuant to clause (ia) hereofabove, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting ShareholdersStockholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder Stockholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1.4 in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company WireCo is obligated to effect for NewCo pursuant to Section 2.2 hereof3.1.2.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “"Section 2 3.1 Sale Number”") that can be sold in an orderly manner in such offering within a price range acceptable to the Company (or, in the case of a Demand Registration, to XxxxxxxxxGSCP), the Company shall include in such offering (i) first, all the securities the Company proposes pro- poses to register for its own sale (or, in the case of a Demand Registration, that Xxxxxxxxx proposes to register)sale, and (ii) second, to the extent that the securities the Company proposes to register are less than the Section 2 3.1 Sale Number, all Registrable Securities Securi- ties requested to be included by all ShareholdersStockholders; provided, however, that if the number of such Registrable Securities exceeds ex- ceeds (x) the Section 2 3.1 Sale Number less (y) the number of securities included pursuant to clause (i) hereof, then the number of such Registrable Securities included in such registration regis- tration shall be allocated pro rata among all requesting ShareholdersStock- holders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder Stockholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1(d) in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company is obligated to effect ef- fect pursuant to Section 2.2 3.1(b) hereof.

Priority in Piggyback and Demand Registrations. If the managing underwriter for a registration pursuant to this Section 2 3.1 shall advise the Company Holdings in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number (the “"Section 2 3.1 Sale Number”") that can be sold in an orderly manner in such offering within a price range acceptable to the Company Holdings (or, in the case of a Demand Registration, to XxxxxxxxxGSCP), the Company Holdings shall include in such offering (i) first, all the securities the Company Holdings proposes to register for its own sale (or, in the case of a Demand Registration, that Xxxxxxxxx proposes to register)sale, and (ii) second, to the extent that the securities the Company Holdings proposes to register are less than the Section 2 3.1 Sale Number, all Registrable Securities requested to be included by all ShareholdersStockholders; provided, however, that if the number of such Registrable Securities exceeds (x) the Section 2 3.1 Sale Number less (y) the number of securities included pursuant to clause (i) hereof, then the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting ShareholdersStockholders, on the basis of the relative number of shares of such Registrable Securities each such Shareholder Stockholder then holds. If there is any reduction or exclusion of Registrable Securities held by Xxxxxxxxx pursuant to this Section 2.4 3.1(d) in connection with a Demand Registration, such registration shall not be deemed to be a Demand Registration for purposes of determining the maximum number of Demand Registrations the Company Holdings is obligated to effect pursuant to Section 2.2 3.1(b) hereof.