Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Essential Properties Realty Trust, Inc.), Registration Rights Agreement (Essential Properties Realty Trust, Inc.), Registration Rights Agreement (Invitation Homes Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held securities requested to be included in such registration by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (La Quinta Holdings Inc.), Registration Rights Agreement (La Quinta Holdings Inc.), Purchase and Sale Agreement (La Quinta Holdings Inc.)
Priority in Piggyback Registrations. If When a registration pursuant to this Section 2.1 11.1 involves an underwritten offering and of the securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters, if the managing underwriter advises of such underwritten offering informs the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as offering without adversely affecting the price to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringreceived thereon, then the Company shall will include in such registration: , to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, the Securities all securities proposed by the Company proposes to sell be sold for its own accountaccount or all securities (other than Holder Registrable Securities) proposed by the Company to be sold for the account of the holders thereof who had requested such registration, as the case may be; and (ii) second, other registrable securities with priority over the Registrable Securities (based on the Company’s agreements with the holders thereof); third, such number of Holder Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can so proposed to be sold without having the material and adverse effect referred so requested to abovebe included; and fourth, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated other securities requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only such registration, in such proportion as the Company may determine (based upon its agreements with the consent of Sponsor Holders holding a majority holders thereof). The Company agrees that any such determination is to be made solely by the managing underwriter and the Company agrees that it will act in good faith in seeking to have sold in the offering all of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall requested to be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holderssold.
Appears in 3 contracts
Samples: Warrant Agreement (Action Products International Inc), Warrant Agreement (Action Products International Inc), Warrant Agreement (Action Products International Inc)
Priority in Piggyback Registrations. If (a) Except as set forth in Sections 7.3(b) and (c), if at any time following a registration pursuant Qualified Public Offering (or in connection with a Qualified Public Offering as contemplated in Section 7.3(d) below) the Company proposes to this Section 2.1 involves effect another Registration in connection with an underwritten offering (including any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 7.1), including any Registration for the Company’s account, and the managing underwriter advises underwriter(s) advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinionor their judgment, the number of shares of equity securities of the Company (including all shares of Registrable Securities Securities) which the Company, the Stockholders and any other Securities requested persons intend to be included include in such registration Registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering, so as to including the price at which such securities can be likely to have a material and adverse effect on the pricesold, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: Registration:
(i) first, the Securities all securities the Company proposes to sell for its own account; account (the “Company Securities”) except if such Registration of shares of Company Stock is pursuant to a demand registration by a Stockholder (entitled to such demand) pursuant to Section 7.1, in which case such demanding Stockholder shall have first priority and the Company shall have second priority;
(ii) secondthereafter, to the extent that the number or dollar amount of the Company Securities to be offered by the Company (or the Company and any Person exercising demand rights pursuant to Section 7.1), if any, is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Piggyback Securities requested to be sold by any Stockholder; provided, that if the number of the Company Securities, Demand Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities that may be included by each such Stockholder in such offering shall be the product of (x) the total number of Piggyback Securities that are capable of being sold in such offering without having the adverse effect referred to above, times (y) a fraction, (1) the numerator of which shall be the number of Registrable Securities held or deemed to be held by each such requesting Stockholder that such Stockholder has requested to be included in such registration Registration and (2) the denominator of which shall be the aggregate number of Registrable Securities held or deemed to be held on such date by the Holders whichrequesting Stockholders that such Stockholders have requested to be included in such Registration; provided, further, that in the opinion event any such Stockholder desires to include fewer shares of Registrable Securities in such managing underwriteroffering than such Stockholder has been so allocated, the resulting number of remaining available shares of securities which the Company has been advised can be sold in such offering without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of the other Stockholders entitled to include their Registrable Securities on as set forth in this Section 7.3(a)(ii) in accordance with the basis formula set forth above; provided, further, that such process of remainder allocation shall be applied iteratively until such time as all requesting holders shall be satisfied; and
(iii) third, to the relative extent that the number of Registrable Company Securities, Demand Securities then and Piggyback Securities held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall Stockholders is less than the number of shares of securities which the Company has been advised can be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andwithout having the adverse effect referred to above, if so includedthe equity securities requested to be sold for the account of any other Persons (allocated among the Persons holding such other securities in such proportions as such Persons and the Company may agree).
(b) Notwithstanding anything contained in Section 7.3(a), in the event of a demand registration by the Trimaran Group which is the first demand registration by the Trimaran Group, the Company shall include in such securitiesRegistration:
(i) first, at all Demand Securities proposed to be sold by the election of the Sponsor Holders, shall be subject to clause Trimaran Group;
(ii) above second, to the extent that the number of Demand Securities is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the same adverse effect referred to in Section 7.3(a), all Company Securities requested to be sold by the Company;
(iii) third, to the extent that the number of Company Securities and Demand Securities and Piggyback Securities is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), all Piggyback Securities requested to be sold by any Stockholder; provided, that if the number of the Piggyback Securities requested to be sold by such Stockholders exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), the number of such Piggyback Securities that may be included by each such Stockholder in such offering shall be determined in a manner as consistent with the Registrable calculation set forth in Section 7.3(a)(ii); and
(iv) fourth, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Stockholders is less than the Holders or shall have priority after the number of shares of securities which the HoldersCompany has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), the equity securities requested to be sold for the account of any other Persons (allocated among the Persons holding such other securities in such proportions as such Persons and the Company may agree).
(c) Notwithstanding anything contained in Section 7.3(a), in the event of a demand registration by the Trimaran Group which is not the first demand registration by the Trimaran Group, the Company shall include in such Registration:
(i) first, all Demand Securities proposed to be sold by the Trimaran Group and all Piggyback Securities requested to be sold by any Stockholder; provided, that if the number of the Demand Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), the number of such Demand Securities and Piggyback Securities that may be included by each such Stockholder in such offering shall be determined in a manner consistent with the calculation set forth in Section 7.3(a)(ii) except that each reference to “Piggyback Securities” in such calculation shall be deemed to be a reference to “Demand Securities and Piggyback Securities”;
(ii) second, to the extent that the number of Demand Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), all Company Securities requested to be sold by the Company; and
(iii) third, to the extent that the number of Company Securities, Demand Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to in Section 7.3(a), the equity securities requested to be sold for the account of any other Persons (allocated among the Persons holding such other securities in such proportions as such Persons and the Company may agree).
(d) Notwithstanding any rights provided in this Article VII, in any Qualified Public Offering which affords any Stockholder the right to sell shares of Company Stock, all Stockholders shall be entitled to the rights set forth in Section 7.2 and Section 7.3(a) above as if the offering occurred following a Qualified Public Offering.
Appears in 3 contracts
Samples: Stockholders Agreement, Stockholders Agreement (El Pollo Loco Holdings, Inc.), Stockholders Agreement (EPL Intermediate, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such on a pro rata basis, on the basis of the number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on and (iii) third, such other Securities entitled to be included in such registration and the basis holders of the relative number of Registrable Securities then held by each which submitted a proper request for inclusion in such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner)registration. Any other selling holders of the Company’s Securities shall (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares Registrable Securities being sold in such offering and, if so included, such securitiesSecurities, at the election of the Sponsor HoldersHolders holding a majority of the Registrable Securities being sold in such offering, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Apria, Inc.), Registration Rights Agreement (Apria, Inc.), Registration Rights Agreement (Apria, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holderseach Holder) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated (A) until the date that is the second anniversary of the Effective Date, (x) first, to the holders of shares requested to be included in such registration by BX Holders pursuant to Section 2.1(a) of the Existing Registration Rights Agreement, and (y) second, pro rata among all such requesting Holders other holders of Registrable Securities (if the two-year transfer restriction referred to in Section 2.1(a) has been waived by the Company) and other Securities entitled to include Securities in such registration and that submitted a proper request for inclusion in such registration, on the basis of the relative number of Registrable Securities then held requested to be included in such registration by each such Holder holder and (provided B) after the date that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated is the second anniversary of the Effective Date, pro rata among the remaining requesting Holders holders of Registrable Securities requested to be included in like manner)such registration pursuant to Section 2.1(a) and all other holders of Securities entitled to include Securities in such registration that submitted a proper request for inclusion in such registration, on the basis of the relative number of Securities requested to be included in such registration by each such holder. Any other selling holders of the Company’s Securities shall will be included in an underwritten offering only with the consent of Sponsor Holders holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hilton Grand Vacations Inc.), Registration Rights Agreement (Park Hotels & Resorts Inc.), Registration Rights Agreement (Hilton Worldwide Holdings Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holderseach Holder) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and an adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders (A) until the date that is the second anniversary of the Effective Date, (x) first, to the holders of Registrable Securities requested to be included in such registration pursuant to Section 2.1(a), on the basis of the relative number of Registrable Securities then held requested to be included in such registration by each such Holder holder and (provided y) second, pro rata among all other holders of Securities entitled to include Securities in such registration and that any submitted a proper request for inclusion in such registration, on the basis of the relative number of Securities thereby allocated requested to any be included in such Holder registration by each such holder and (B) after the date that exceed such Holder’s request shall be reallocated is the second anniversary of the Effective Date, pro rata among the remaining requesting Holders holders of Registrable Securities requested to be included in like manner)such registration pursuant to Section 2.1(a) and all other holders of Securities entitled to include Securities in such registration that submitted a proper request for inclusion in such registration, on the basis of the relative number of Securities requested to be included in such registration by each such holder. Any other selling holders of the Company’s Securities shall will be included in an underwritten offering only with the consent of Sponsor Holders holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hilton Grand Vacations Inc.), Registration Rights Agreement (Park Hotels & Resorts Inc.), Registration Rights Agreement (Hilton Worldwide Holdings Inc.)
Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 2.1 2.2 involves an underwritten offering of the securities so 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 advises or underwriters of such underwritten offering shall inform the Company and the Holders requesting such registration in writing (a copy of which shall be provided to the Holders) that, in its their opinion, the number or dollar amount of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number or dollar amount which can be sold in (or during the time of) such offeringoffering a price reasonably acceptable to the Company (or, so if such registration involves an offering of securities pursuant to a demand by such holders under rights of such holders similar to the rights granted to the Holders under Section 2.1 hereof, reasonably acceptable to the holders of such rights, as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringcase may be), then the Company shall will include in such registration: , to the extent of the number or dollar amount which the Company is so advised can be sold in (or during the time of) such offering, (i) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and account (or, if such registration involves an offering of securities proposed to be sold by holders of securities pursuant to as demand by such holders of securities pursuant to a demand by such holders under rights of such holders similar to the rights granted to the Holders under Section 2.1 hereof, all securities proposed to be sold by such holder, as the case may be), (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number percentage of the Registrable Securities then of the Company held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed has requested that Registrable Securities be included in such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any registration, and (iii) third, all other selling holders securities of the Company’s Company requested to be included in such registration pro rata on the basis of the numbers of such securities so requested to be included. In connection with any registration as to which the provisions of this Section 2.2(b) apply with the result that not all of the Registrable Securities requested to be included in such registration are included in such registration, then no securities other than securities referred to in clause “first”, above, or Registrable Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Midland States Bancorp, Inc.), Registration Rights Agreement (Midland States Bancorp, Inc.), Registration Rights Agreement (Midland States Bancorp, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own accountaccount (other than Securities the Company proposes to sell for its own account in connection with a Piggyback Synthetic Secondary); and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders (including for this purpose any Securities the Company proposes to sell for its own account in connection with a Piggyback Synthetic Secondary) which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.), Registration Rights Agreement (Lineage, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 1.03 involves an underwritten offering and a majority of the managing underwriter advises joint lead bookrunning underwriters shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company's own account or for other holders of Priority Securities (other than for the account of any Holders)), on a pro rata basis, and (ii) to the extent that the number of securities which the Company proposes to sell for its own account or for other holders of Priority Securities pursuant to Section 1.03(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration exceeds by the number which can be sold in such offeringHolders pursuant to Section 1.03(a) (provided, so as to be likely to have a material and adverse effect on however, that if the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the opinion of such managing underwriter, number which the Company has been advised can be sold in such offering without having the material and adverse negative effect referred to above, which the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated first, to Universal on the basis of the shares of Registrable Securities shall Universal has requested to be allocated included in such registration and second, pro rata among all such other requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such other Holder (provided that any Securities thereby allocated has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration).
Appears in 2 contracts
Samples: Registration Rights Agreement (DreamWorks Animation SKG, Inc.), Registration Rights Agreement (DreamWorks Animation SKG, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such on a pro rata basis, on the basis of the number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities; and (iii) third, such other Securities on entitled to be included in such registration and the basis holders of the relative number of Registrable Securities then held by each which submitted a proper request for inclusion in such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner)registration. Any other selling holders of the Company’s Securities shall (other than Transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares Registrable Securities being sold in such offering and, if so included, such securitiesSecurities, at the election of the Sponsor HoldersHolders holding a majority of the Registrable Securities being sold in such offering, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Home Point Capital Inc.), Registration Rights Agreement (Home Point Capital Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 1.03 involves an underwritten offering and a majority of the managing underwriter advises joint lead bookrunning underwriters shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company’s own account or for other holders of Priority Securities (other than for the account of any Holders)), on a pro rata basis, and (ii) to the extent that the number of securities which the Company proposes to sell for its own account or for other holders of Priority Securities pursuant to Section 1.03(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration exceeds by the number which can be sold in such offeringHolders pursuant to Section 1.03(a) (provided, so as to be likely to have a material and adverse effect on however, that if the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the opinion of such managing underwriter, number which the Company has been advised can be sold in such offering without having the material and adverse negative effect referred to above, which the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated first, to BMS on the basis of the shares of Registrable Securities shall BMS has requested to be allocated included in such registration and second, pro rata among all such other requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such other Holder (provided that any Securities thereby allocated has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration).
Appears in 2 contracts
Samples: Registration Rights Agreement (Mead Johnson Nutrition Co), Registration Rights Agreement (Mead Johnson Nutrition Co)
Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 2.1 5.2 involves an underwritten offering of the securities so 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, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 5.4(b) and (iii) the managing underwriter advises of such underwritten offering shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as offering without adversely affecting the price to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringreceived thereon, then the Company shall will include in such registration: , to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and account or all securities (iiother than Registrable Securities) proposed by the Company to be sold for the account of the holders thereof, as the case may be, second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of shares of such Registrable Securities then held by each such Holder (provided that any Securities thereby allocated so proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any sold and so requested to be included, and third, other selling holders of the Company’s Securities shall securities requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Net2000 Communications Inc), Investor Rights Agreement (Blue Water Strategic Fund I LLC)
Priority in Piggyback Registrations. If If: (i) a registration pursuant to this Section 2.1 3(a) involves an underwritten offering Underwritten Offering of the securities so 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 advises or underwriters of such Underwritten Offering shall inform the Company and the Holders requesting such registration in writing (a copy of which shall be provided to the Holders) that, in its their opinion, the number or dollar amount of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number or dollar amount which can be sold in (or during the time of) such offeringoffering at a price reasonably acceptable to the Company (or, so if such registration involves an offering of securities pursuant to a demand by such holders under rights of such holders similar to the rights granted to the Holders under Section 2(a), reasonably acceptable to the holders of such rights, as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringcase may be), then the Company shall will include in such registration, to the extent of the number or dollar amount which the Company is so advised can be sold in (or during the time of) such offering: (iA) first, the Securities all securities proposed by the Company proposes to sell be sold for its own accountaccount (or, if such registration involves an offering of securities proposed to be sold by holders of securities pursuant to a demand by such holders under rights of such holders similar to the rights granted to the Holders under Section 2(a), all securities proposed to be sold by such holders, as the case may be); and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number percentage of the Registrable Securities then of the Company held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed has requested that Registrable Securities be included in such Holder’s request shall be reallocated among registration and each Electing LSHC Senior Preferred Holder with respect to which the remaining requesting Holders conditions set forth in like manner). Any Section 3(d) have been satisfied; and (iii) third, all other selling holders securities of the Company’s Company requested to be included in such registration pro rata on the basis of the numbers of such securities so requested to be included. In connection with any registration as to which the provisions of this Section 3(b) apply with the result that not all of the Registrable Securities requested to be included in such registration are included in such registration, no securities other than securities referred to in clause “first,” above, or Registrable Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Midland States Bancorp, Inc.), Registration Rights Agreement (Midland States Bancorp, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 3 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number amount of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number amount which can be sold in such offering, so as to be likely to have a material and an adverse effect on such offering as contemplated by the price, timing or distribution of Company (including the Securities offered in price at which the Company proposes to sell such offeringsecurities), then the Company shall will include in such registration: registration (A) if such registration relates to a primary offering initiated by the Company, (i) first, the Securities securities proposed to be sold by the Company proposes to sell for its own account; and Company, (ii) second, such to the extent the number of Registrable Securities securities proposed to be included in such registration by the Company is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the securities requested to be included in such registration by the Holders whichand other Persons entitled to participate in such registration (provided that if the number of such securities, in combination with the opinion number of securities proposed to be included in such managing underwriterregistration by the Company, exceeds the number which the Company has been advised can be sold in such offering without having the material and adverse effect referred to above, which the number of Registrable Securities such securities included in such registration shall be allocated pro rata among all such requesting Holders of Registrable Securities and other Persons on the basis of the relative number of Registrable Securities then held by securities that each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall Holders and the other Persons has individually requested to be included in an underwritten such registration relative to the aggregate number of securities that all requesting Holders and other Persons have so requested); and (B) if such registration relates to a secondary offering only with initiated by any Person other than a Holder, (i) first, the consent securities requested to be included in such registration by such other Person (to the extent that the number of Sponsor Holders holding a majority such securities does not exceed the number of securities which the shares being Company has been advised by the underwriter can be sold in such offering andwithout having the adverse effect described above), (ii) second, to the extent the number of securities requested to be included in such registration by such other Person is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the securities proposed to be sold by the Company (to the extent that the number of securities does not exceed, in combination with the securities of such other Person to be included in such registration, the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect described above), (iii) third, to the extent the sum of the number of securities requested to be included in such registration by such other Person plus the number of securities proposed to be included in such registration by the Company is less than the number of securities which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the securities requested to be included in such registration by the Holders and other Persons entitled to participate in such registration (provided that if so included, the number of such securities, at in combination with the election securities of such other Person and the securities of the Sponsor HoldersCompany to be included in such registration, exceeds the number which the Company has been advised by the underwriter can be sold in such offering without having the adverse effect referred to above, the number of such securities included in such registration shall be subject to clause (ii) above in allocated pro rata among all such Holders and other Persons on the same manner as basis of the Registrable Securities held by number of securities that each the Holders or shall and the other Persons has individually requested to be included in such registration relative to the aggregate number of securities that all requesting Holders and other Persons have priority after the shares of the Holdersso requested).
Appears in 2 contracts
Samples: Registration Rights and Lock Up Agreement (Liberty Media Corp /De/), Registration Rights Agreement (Hughes Electronics Corp)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2.2 hereof involves an underwritten offering and the managing underwriter advises the Company Nasdaq in writing (a copy of which shall be provided to the Holders) that, in its opinion, marketing factors require a limitation of the number amount of Registrable Securities and other Securities requested securities to be included in such registration exceeds underwritten (including Registrable Securities) because the number which can be sold in such offering, so as amount of securities to be underwritten is likely to have a material and an adverse effect on the price, timing or distribution of the Securities offered securities to be offered, in such offeringoffering as contemplated by Nasdaq (other than the Registrable Securities), then then, (i) in the Company shall case such registration is being made pursuant to the registration demand rights under Section 2.1 of the 2005 Registration Rights Agreement as in effect on the date of this Registration Rights Agreement (but without giving effect to any amendment, supplement or other modification of such agreement after the date hereof), Nasdaq will include in such registration: registration (iA) first, 100% of the Securities securities the Company proposes H&F Holders or SLP Holders propose to sell for its own account; and (B) second, to the extent that the amount of securities requested to be involved in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities (on an as converted basis) which the Holders have requested to be included in such registration and the securities to be offered by Nasdaq, if any, such amount to be allocated pro rata among all requesting Holders and Nasdaq on the basis of the amount of securities requested by such Holders and Nasdaq in such registration, and (ii) otherwise (A) first, 100% of the securities Nasdaq proposes to sell, (B) second, to the extent that the amount of securities requested to be included in such number registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, (C) third, to the extent that the amount of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, can be sold without having the material and materially adverse effect referred to above, which number the amount of Registrable Securities shall which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number amount of Registrable Securities then held by each such requesting Holder (provided that any Securities amount thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders holders in like manner). Any other selling holders ) and (D) fourth, to the extent that the amount of the Company’s Securities shall securities requested to be included in an underwritten offering only with such registration can, in the consent opinion of Sponsor Holders holding a majority such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of securities held by any other Person which have the shares being sold right to be included in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nasdaq Omx Group, Inc.), Registration Rights Agreement (Borse Dubai LTD)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding ----------------------------------- anything in Section 2.2.1 above to this Section 2.1 involves an underwritten offering and the contrary, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration would materially and adversely affect such offering, then the Company shall promptly notify the Stockholders of such fact. If the managing underwriter does not agree to include all (or such lesser amount as the Stockholders shall, in their discretion, agree to) of the number of the Registrable Securities initially requested by the Holders whichStockholders to be included in such registration, then the Company shall include in such registration, to the opinion extent of such managing underwriter, the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all securities proposed by the Company to be sold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of the Stockholders, Xxxxxxx Xxxxx Securities Incorporated, SmithKline Xxxxxxx Corporation (and adverse effect referred its affiliates), and the purchasers of Common Stock offered pursuant to abovethe Memorandum (and the respective successors and assigns of any of the foregoing), other than the holder of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Careside Inc), Registration Rights Agreement (Careside Inc)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves Piggyback Registration is an underwritten offering registration, and the managing underwriter advises the Company in writing underwriters thereof give written advice to Holding of an Underwriters' Maximum Number, then: (a copy of which i) Holding shall be provided entitled to include in such registration that number of securities which Holding proposes to offer and sell for its own account in such registration and which does not exceed the HoldersUnderwriters' Maximum Number; (ii) thatif the Underwriters' Maximum Number exceeds the number of securities which Holding proposes to offer and sell for its own account in such registration, then Holding will be obligated and required to include in its opinion, the such registration that number of Registrable Securities and other Securities requested by the Holders thereof to be included in such registration exceeds and which does not exceed such excess and such Registrable Securities shall be allocated pro rata among the number which can be sold in such offering, so as to be likely to have a material and adverse effect Holders thereof on the price, timing or distribution basis of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in therein by each such registration by Holder; and (iii) if the Holders which, in Underwriters' Maximum Number exceeds the opinion sum of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities which Holding shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated required to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold include in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject registration pursuant to clause (ii) above and the number of securities which Holding proposes to offer and sell for its own account in the same manner as the Registrable Securities held by such registration, then Holding may include in such registration that number of other securities which Persons other than the Holders or shall have priority after the shares of the Holdersrequested be included in such registration and which is not greater than such excess.
Appears in 2 contracts
Samples: Stockholder Agreement (Impac Group Inc /De/), Stockholder Agreement (Impac Group Inc /De/)
Priority in Piggyback Registrations. If a requested registration pursuant to this Section 2.1 3(a) involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which that can be sold in such offering at a price acceptable to the Company or is such as to adversely affect the success of the offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: registration (ia) first, the Securities securities the Company proposes to sell for its own account; and (iib) second, such the number of such Registrable Securities requested and Other Securities to be included in such registration by shall be allocated so that the number of securities to be registered for each requesting Holder or Other Holders which, in will equal the opinion product of such managing underwriter, can be sold without having (x) the material and adverse effect referred to above, which total number of Registrable Securities shall be allocated pro rata among all or Other Securities held by such requesting Holder or Other Holders and (y) a fraction (I) the numerator of Registrable Securities on which is the basis of the relative number of Registrable Securities then and Other Securities which the managing underwriter advises can be sold at a price acceptable to the Company and (II) the denominator of which is the total number of Registrable Securities and Other Securities held by each such Holder all requesting Holders and requesting Other Holders (provided that any Securities thereby securities hereby allocated to any such Holder or Other Holder that exceed such Holder’s 's or Other Holder's request shall be reallocated among the remaining requesting Holders and requesting Other Holders in like manner). Any other selling holders of the Company’s Securities shall ) provided that securities included pursuant to Other Holders' demand registration rights need not be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersreduced.
Appears in 2 contracts
Samples: Equity Registration Rights Agreement (Anc Rental Corp), Registration Rights Agreement (Anc Rental Corp)
Priority in Piggyback Registrations. If Subject to Section 2.2(e) with respect to any registration pursuant to Section 2.2, if a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities of the Company requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, if the First Reserve Entities have beneficial ownership of less than 7.5% of the Adjusted Ordinary Shares, such number of Registrable Securities requested to be included in such registration by the First Reserve Entities which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, and (iii) third, such number of Registrable Securities requested to be included by all other Holders of Registrable Securities (including, if applicable, the First Reserve Entities), which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder on an as-converted basis (provided provided, that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 2 contracts
Samples: Registration Rights Agreement (CHC Group Ltd.), Registration Rights Agreement (CHC Group Ltd.)
Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 2.1 7.3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and (ii) the managing underwriter advises underwriters of such underwritten offering shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number or amount of securities (including Registrable Securities and other Securities requested Securities) proposed to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as to be likely to have a material and adverse effect on offering would adversely affect the price, timing or distribution success of the Securities offered in such offering, then the Company shall include in such registrationregistration only such number or amount of securities (including Registrable Securities) recommended by such managing underwriter, selected in the following order or priority: (i) first, all of the Securities securities that the Company proposes to sell for its own account; , if any, and (ii) second, such number of the Registrable Securities requested to be included in such registration by the Holders which, in pro rata based upon the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall for which registration has been requested; provided, however, that (x) if any equity securities are proposed to be allocated pro rata among all included in such requesting Holders offering for the account of any person or persons other than the Company or a Holder pursuant to rights to demand registration, the amount of Registrable Securities on to be included therein shall be pro rata with all other equity securities that have requested to be included by the basis holder of such demand registration rights and (y) if any equity securities are proposed to be included in such offering for the relative number account of any person or persons other than the Company or a Holder pursuant to rights of piggyback registration similar to those provided in Section 7.3, all Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities included therein shall be included in an underwritten offering only with prior to the consent inclusion of Sponsor Holders holding a majority of the shares being sold in such offering and, if so any other registrable equity securities that have requested to be included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 1 contract
Samples: Subscription Agreement (Bright Mountain Media, Inc.)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities of the Company requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2(b) involves an underwritten offering Underwritten Offering of the Shares so being registered, whether or not for sale for the account of the Company, the Company shall so advise Taminco Holdings as a part of the Company Notice. In such event, the right of Taminco Holdings to registration pursuant to this Section 2(b)(ii) shall be conditioned upon Taminco Holdings’ participation in such underwriting and the inclusion of Taminco Holdings’ Registrable Securities in the underwriting to the extent provided herein. Taminco Holdings shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the Underwriter or Underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2(b), if the sole Underwriter or the lead managing underwriter advises Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, marketing factors require a limitation on the number of securities to be underwritten, such Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities and other Securities requested to be included in such the registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the underwriting. The Company shall include in such registration: (i) firstso advise Taminco Holdings, and the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested that are entitled to be included in such the registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities underwriting shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as following manner: first, to the Registrable Securities held to be offered by Taminco Holdings or the Apollo Group; second, to the Registrable Securities to be offered by the other Holders or shall have priority after on a pro rata basis; and third, to the shares of Shares to be offered by the HoldersCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (TAMINCO ACQUISITION Corp)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises Underwriters' Representative or Agent shall advise the Company in writing (with a copy of which shall be provided to the Holderseach Selling Holder) that, in its opinion, the number amount of Registrable Securities and other Securities securities requested to be included in such registration offering (whether by the Company, the Selling Holders or other holders of securities) exceeds the number amount which can be offered and sold in such offering, so as offering within a price range acceptable to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringCompany, then the Company shall include in such registrationregistration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and (ii) second, such number of Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by the Holders whicheach Selling Holder, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number amount of Registrable Securities then such securities held by each such Holder Selling Holder; and (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any iv) fourth, all other selling holders securities of the Company’s Securities shall Company duly requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Hydro Inc)
Priority in Piggyback Registrations. If the managing underwriter for a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises 5.1 shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which (the "Maximum Sale Number") that can be sold in an orderly manner in such offering, so as offering within a price range acceptable to the Company or the shareholder for which such registration was initially proposed to be likely to have a material and adverse effect on the priceeffected, timing or distribution of the Securities offered in such offering, then the Company shall include in such registrationoffering the following Common Shares: (ia) first, all the Securities Common Shares, if any, the Company proposes to sell register for its own account; sale, and (iib) second, such number of all Registrable Securities requested to be included by all Shareholders (or if the number of such Registrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clause (a) above, then the number of such Registrable Securities included in such registration by pursuant to this clause (b) shall be equal to the Holders which, in excess of the opinion of such managing underwriter, can be sold without having Maximum Sale Number over the material and adverse effect referred to above, which number of Registrable Securities Common Shares included pursuant to clause (a) above and shall be allocated pro rata among all such requesting Holders of Registrable Securities Shareholders, on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated Shareholder had requested to any have included in such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like mannerregistration). Any other selling holders of Notwithstanding the Company’s foregoing, if, at the time such proposed registration is be effective, the Registrable Securities shall proposed to be included by the Trusts in an underwritten offering only with such registration are eligible for sale to the consent of Sponsor Holders holding a majority of public under Rule 144(k) under the shares being sold Securities Act, the Company shall include in such offering andthe following Common Shares: (i) first, all the Common Shares, if so includedany, the Company proposes to register for its own sale, (ii) second, all Registrable Securities requested to be included by the FPC Shareholders (or if the number of such securitiesRegistrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clause (i) above, at then the election number of the Sponsor Holders, shall be subject such Registrable Securities included in such registration pursuant to this clause (ii) above in shall be equal to the same manner as excess of the Maximum Sale Number over the number of Common Shares included pursuant to clause (i) above); and (iii) third , all Registrable Securities held requested to be included by the Holders Trusts (or if the number of such Registrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clauses (i) and (ii) above, then the number of such Registrable Securities included in such registration pursuant to this clause (iii) shall have priority after be equal to the shares excess of the HoldersMaximum Sale Number over the number of Common Shares included pursuant to clauses (i) and (ii) above).
Appears in 1 contract
Priority in Piggyback Registrations. If the managing underwriter for a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises 5.1 shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which (the “Maximum Sale Number”) that can be sold in an orderly manner in such offering, so as offering within a price range acceptable to the Company or the shareholder for which such registration was initially proposed to be likely to have a material and adverse effect on the priceeffected, timing or distribution of the Securities offered in such offering, then the Company shall include in such registrationoffering the following Common Shares: (ia) first, all the Securities Common Shares, if any, the Company proposes to sell register for its own account; sale, and (iib) second, such number of all Registrable Securities requested to be included by all Shareholders (or if the number of such Registrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clause (a) above, then the number of such Registrable Securities included in such registration by pursuant to this clause (b) shall be equal to the Holders which, in excess of the opinion of such managing underwriter, can be sold without having Maximum Sale Number over the material and adverse effect referred to above, which number of Registrable Securities Common Shares included pursuant to clause (a) above and shall be allocated pro rata among all such requesting Holders of Registrable Securities Shareholders, on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated Shareholder had requested to any have included in such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like mannerregistration). Any other selling holders of Notwithstanding the Company’s foregoing, if, at the time such proposed registration is be effective, the Registrable Securities shall proposed to be included by the Trusts in an underwritten offering only with such registration are eligible for sale to the consent of Sponsor Holders holding a majority of public under Rule 144(k) under the shares being sold Securities Act, the Company shall include in such offering andthe following Common Shares: (i) first, all the Common Shares, if so includedany, the Company proposes to register for its own sale, (ii) second, all Registrable Securities requested to be included by the FPC Shareholders (or if the number of such securitiesRegistrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clause (i) above, at then the election number of the Sponsor Holders, shall be subject such Registrable Securities included in such registration pursuant to this clause (ii) above in shall be equal to the same manner as excess of the Maximum Sale Number over the number of Common Shares included pursuant to clause (i) above); and (iii) third , all Registrable Securities held requested to be included by the Holders Trusts (or if the number of such Registrable Securities exceeds the Maximum Sale Number less the number of Common Shares included pursuant to clauses (i) and (ii) above, then the number of such Registrable Securities included in such registration pursuant to this clause (iii) shall have priority after be equal to the shares excess of the HoldersMaximum Sale Number over the number of Common Shares included pursuant to clauses (i) and (ii) above).
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2.2 involves an underwritten offering and the managing underwriter of such underwritten offering advises the Company in writing (with a copy to each Participating Holder) of which shall be provided to its belief that the Holders) that, in its opinion, the number amount of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number amount which can be sold in (or during the time of) such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringoffering within an acceptable price range, then the Company shall will include in such registration: (i) first, the Securities registration that amount of securities which the Company proposes is so advised can be sold in (or during the time of) the offering as follows: FIRST, all securities proposed by the Company to sell be sold for its own account; SECOND, Registrable Securities of any Participating Holder that has properly requested that its Registrable Securities be included in such registration and (ii) secondthat is an underwriter or an affiliate of the Company in an amount sufficient to include all the Registrable Securities offered by such Participating Holder or an amount sufficient to reduce the amount of such Participating Holder's Registrable Securities held after the offering to a level that would cause such Participating Holder to no longer be an underwriter or an affiliate of the Company, whichever amount is less; THIRD, such number of Registrable Securities requested to be included in such registration statement by the Holders whichany other Participating Holder, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities PRO RATA on the basis of the relative number amount of Registrable Securities then such securities held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such other Participating Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any ; and fourth, all other selling holders securities of the Company’s Securities shall Company duly requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Morrison Knudsen Corp//)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding anything in Section 2.2.1 above to this the contrary and except as provided in Section 2.1 involves an underwritten offering and 2.1.7, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such offering, then the Holders whichCompany shall promptly notify SKB of such fact. If the managing underwriter does not agree to include all (or such lesser amount as SKB shall, in its sole discretion, agree to) of the opinion number of the Registrable Securities initially requested by SKB to be included in such managing underwriterregistration, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all ----- securities proposed by the Company to be sold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of SKB, Exigent ------ Partners, L.P., Xxxxxxx Xxxxx Securities, Incorporated and adverse effect referred the Investors, other than the holder of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to above, be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for ----- each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 1 contract
Priority in Piggyback Registrations. If When a registration pursuant to this Section 2.1 11.1 involves an underwritten offering and of the securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters, if the managing underwriter advises of such underwritten offering informs the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as offering without adversely affecting the price to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringreceived thereon, then the Company shall will include in such registration: , to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, the Securities all securities proposed by the Company proposes to sell be sold for its own accountaccount or all securities (other than Holder Registrable Securities) proposed by the Company to be sold for the account of the holders thereof who had requested such registration, as the case may be; and (ii) second, other registrable securities with priority over the Registrable Securities (based on the Company's agreements with the holders thereof); third, such number of Holder Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can so proposed to be sold without having the material and adverse effect referred so requested to abovebe included; and fourth, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated other securities requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only such registration, in such proportion as the Company may determine (based upon its agreements with the consent of Sponsor Holders holding a majority holders thereof). The Company agrees that any such determination is to be made solely by the managing underwriter and the Company agrees that it will act in good faith in seeking to have sold in the offering all of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall requested to be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holderssold.
Appears in 1 contract
Samples: Warrant Agreement (Action Products International Inc)
Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 2.1 5.2 involves an underwritten offering of the securities so 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, (ii) the Registrable Securities and/or other Common Stock so requested to be registered for sale for the account of holders of Registrable Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b)) and (iii) the managing underwriter advises of such underwritten offering shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as offering without adversely affecting the price to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringreceived thereon, then the Company shall will include in such registration: , to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and (ii) second, such number of Registrable Securities and any securities having registration rights on a par with the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of shares of such Registrable Securities then held by each such Holder (provided that any and other securities on a par with the Registrable Securities thereby allocated so proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any sold and so requested to be included; third, other selling holders of the Company’s Securities shall Common Stock requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering registration; and, fourth, Primary Shares, if so included, the Company has not undertaken such securities, at the election of the Sponsor Holders, shall be subject registration to clause (ii) above sell securities for its own account in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersfirst instance.
Appears in 1 contract
Samples: Investor Rights Agreement (Screaming Media Com Inc)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in any such registrationregistration initiated by the Company, the Holders or other holder of Securities: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such on a pro rata basis, on the basis of the number of Securities requested to be included in such registration by each such holder, subject to any priority rights of any other holder requesting Securities be included in such registration, (1) the Registrable Securities requested to be included in such registration by the Holders whichand (2) such other Securities entitled to be included in such registration and the holders of which submitted a proper request for inclusion in such registration; provided that if after the One-Year Lock-Up Period, in with respect to the opinion One-Year Shares, or the Two-Year Lock-Up Period, with respect to the Two-Year Shares, the Holders have been prevented from exercising their rights under Section 2.2 because of such managing underwriterthe last paragraph of Section 2.2(a) (i.e., can be sold without having clauses (w), (x), (y) and (z)) for more than six (6) consecutive months, then the material and adverse effect referred to aboveCompany will include, which number of Registrable Securities shall be allocated on a pro rata among all such requesting Holders of Registrable Securities basis, on the basis of the relative number of Registrable Securities then held requested to be included in such registration by each such Holder (provided that any party, the Securities thereby allocated the Company proposes to any such Holder that exceed such Holder’s request shall be reallocated among sell for its own account and the remaining requesting Holders in like manner). Any other selling holders of the Company’s Registrable Securities shall requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held registration by the Holders or shall have priority after the shares of the Holders.
Appears in 1 contract
Samples: Registration Rights Agreement (Blackstone / GSO Secured Lending Fund)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding ----------------------------------- anything in Section 2.2.1 above to this the contrary and except as provided in Section 2.1 involves an underwritten offering and 2.1.7, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such offering, then the Holders whichCompany shall promptly notify S.R. One of such fact. If the managing underwriter does not agree to include all (or such lesser amount as S.R. One shall, in its sole discretion, agree to) of the opinion number of the Registrable Securities initially requested by S.R. One to be included in such managing underwriterregistration, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all ----- securities proposed by the Company to be sold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of S.R. One, ------ Xxxxxxx Xxxxx Securities, Incorporated and adverse effect referred the Investors, other than the holder(s) of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to above, be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for each ----- remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration is made pursuant to this Section 2.1 2 and if such registration involves an underwritten offering and the managing underwriter advises the Company Cardinal in writing (a copy of which shall be provided to the Holders) that, in its good faith opinion, the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and offering without otherwise having an adverse effect on the price, timing or distribution of the Securities offered in such offering, then including the Company shall price at which such shares can be sold, Cardinal will include in such registration: registration the maximum number of securities which it is so advised can be sold without such an adverse effect, allocated as follows:
(i) first, the Securities the Company proposes to sell all securities proposed to be registered by Cardinal for its own account; and ,
(ii) second, to all of the Registrable Securities and the Subject Securities requested to be included in such registration (except for any Subject Securities referred to in clause (iii) immediately following), if necessary, allocated pro rata among all such requesting selling shareholders on the basis of the relative number of shares of Registrable Securities or Subject Securities each such holder has requested to be included in such registration,
(iii) third, to all of the other selling shareholders' Subject Securities requested to be included in such registration by holders whose registration rights are made expressly subordinate to those of the Holders which, Bank and any other holder of Subject Securities referred to in the opinion of such managing underwriterimmediately preceding clause (ii) (if necessary, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities other selling shareholders on the basis of the relative number of Registrable shares of Subject Securities then held by each such Holder (provided that any Securities thereby allocated holder has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering registration), and
(iv) fourth, if so included, such securities, at the election of the Sponsor Holders, shall any other securities proposed to be subject to clause (ii) above in the same manner as the Registrable Securities held registered by the Holders or shall have priority after the shares of the HoldersCardinal other than for its own account.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and materially adverse effect on the price, timing or distribution of the Securities securities offered in such offeringoffering as contemplated by the Company (other than the Registrable Securities), then the Company shall will include in such registration: registration (i) first, 100% of the Securities securities the Company proposes to sell for its own account; and sell, (ii) second, such to the extent that the number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to this Section 2.1 can, in the opinion of such managing underwriter, can be sold without having the material and materially adverse effect referred to above, which the number of Registrable Securities shall which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any Securities shares thereby allocated to any such Holder that exceed such Holder’s 's request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders ) and (iii) third, to the extent that the number of the Company’s Registrable Securities shall requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andregistration can, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the number of Registrable Securities held by any other Person which have the Holders or shall have priority after the shares of the Holdersright to be included in such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Universal Truckload Services, Inc.)
Priority in Piggyback Registrations. If Subject to Section 2.2(e) with respect to any registration pursuant to Section 2.2, if a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities of the Company requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, if the First Reserve Entities have beneficial ownership of less than 7.5% of the Adjusted Ordinary Shares, such number of Registrable Securities requested to be included in such registration by the First Reserve Entities which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, and (iii) third, such number of Registrable Securities requested to be included by all other Holders of Registrable Securities (including, if applicable, the CD&R Entities), which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder on an as-converted basis (provided provided, that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 3.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities, KKR/HM Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have a material and an adverse effect on the price, timing or distribution of the Securities securities offered in such offering, then the Company shall will include in such registration: registration (i) first, 100% of the Securities securities, if any, the Company proposes to sell for its own account; , provided that the registration of shares of Common Stock contemplated by this Section 3.1 was initiated by the Company with respect to shares intended to be registered for sale for its own account and (ii) second, such number of Registrable Securities and KKR/HM Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities and KKR/HM Registrable Securities shall be allocated pro rata (subject to the final sentence of this Section 3.1(c)) among all such requesting Holders holders of Registrable Securities on and KKR/HM Registrable Securities, such pro rata amount to be determined by multiplying (x) the basis of the relative aggregate number of Registrable Securities then held by each such Holder (provided and KKR/HM Registrable Securities that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall may be included in an underwritten offering only with such registration without the consent adverse effect referred to above by (y) a fraction, the numerator of Sponsor Holders holding a majority which is the number of Registrable Securities or KKR/HM Registrable Securities, as the shares being sold case may be, requested by such Registration Rights Holder or the KKR/HM Partnerships, as the case may be, to be included in such offering and, if so included, registration and the denominator of which is the aggregate number of Registrable Securities and KKR/HM Registrable Securities requested to be included in such securities, at registration. In the election event that (i) the Company did not initiate the registration of the Sponsor Holders, shall securities intended to be subject to clause registered for sale for its own account and (ii) above the number of Registrable Securities, KKR/HM Registrable Securities and shares of Common Stock of other holders entitled to registration rights with respect to such Common Stock, in each case requested to be included in such registration, is less than the number which, in the same manner as opinion of the managing underwriter, can be sold, the Company may include in such registration the securities it proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold. The Registration Rights Holders acknowledge and agree that the number of KKR/HM Registrable Securities held by that this Section 3.1(c) permits to be included in a registration may be allocated among the Holders or shall have priority after KKR Partnerships, the shares HM Partnership, their respective Affiliates and other holders of securities of the HoldersCompany as such parties shall agree, including holders of securities of the Company parties to, or having rights under, the KKR/HM Registration Rights Agreement.
Appears in 1 contract
Samples: Stockholders' and Registration Rights Agreement (Regal Cinemas Inc)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding ----------------------------------- anything in Section 2.2.1 above to this the contrary and except as provided in Section 2.1 involves an underwritten offering and 2.1.7, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such offering, then the Holders whichCompany shall promptly notify Le Bihan of such fact. If the managing underwriter does not agree to include all (or such lesser amount as Le Bihan shall, in his sole discretion, agree to) of the opinion number of the Registrable Securities initially requested by Le Bihan to be included in such managing underwriterregistration, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all ----- securities proposed by the Company to be sold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of Le Bihan, and adverse effect referred ------ any other holder of securities entitled to abovebe included, other than the holder(s) of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for each ----- remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves Piggyback Registration is an underwritten offering registration, and the managing underwriter advises underwriters thereof give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company will be entitled to include in writing such registration that number of securities that the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (a copy ii) the Company will be obligated to include in such registration that number of Registrable Securities that have been requested by Holders and which shall is not more than the difference between the Underwriters' Maximum Number and the number of securities that the Company includes in such registration under clause (i) above, and such number of Registrable Securities will be provided to allocated pro rata among such Holders on the Holders) that, in its opinion, basis of the number of Registrable Securities held by each such Holder; and other (iii) if the Holders have been permitted to include in such registration all shares that they have requested so to include and the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities that the Company has been requested to include in such registration for the account of Holders and the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities that persons other than Holders have requested be included in such registration exceeds the number and which can be sold in is not greater than such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersexcess.
Appears in 1 contract
Samples: Registration Rights Agreement (Access Solutions International Inc)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding anything in Section 9.3 above to this Section 2.1 involves an underwritten offering and the contrary, if the managing underwriter advises of any underwritten public offering shall inform the Company in writing (a copy Purchaser by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration would materially and adversely affect such public offering, then the Purchaser shall promptly notify the Stockholder of such fact. If the managing underwriter does not agree to include all (or such lesser amount as the Stockholder shall, in its discretion, agree to) of the number of the Registrable Securities initially requested by the Holders whichStockholder to be included in such registration, then the Purchaser shall include in such registration, to the opinion extent of such managing underwriter, the number and type which the Purchaser is so advised can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andPublic Offering, if so included(i) FIRST, such securities, at the election of the Sponsor Holders, shall Purchaser Shares proposed to be subject to clause sold by Purchaser; (ii) above in SECOND, to the same manner as extent additional Purchaser Shares may be included, the Purchaser Shares proposed to be sold by any members of the Chaterjee Group, or any of thexx xxxxxxtive affiliates or transferees, and (iii) THIRD, to the extent additional Purchaser Shares may be included, the Registrable Securities held sought to be sold by the Holders Stockholder. In the event that the proposed registration by Purchaser is pursuant to a contractual demand registration right, the sale of Purchaser Shares by such party making the demand or by any member of the Chaterjee Group shall have priority after prixxxxx xxxr the shares sale of the HoldersRegistrable Securities.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter of such underwritten offering advises the Company in writing (with a copy to each Participating Holder) of which shall be provided to its belief that the Holders) that, in its opinion, the number amount of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number amount which can be sold in (or during the time of) such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringoffering within an acceptable price range, then the Company shall will include in such registration: (i) first, the Securities registration that amount of securities which the Company proposes is so advised can be sold in (or during the time of) the offering as follows: FIRST, all securities proposed by the Company to sell be sold for its own account; SECOND, Registrable Securities of any Participating Holder that has properly requested that its Registrable Securities be included in such registration and (ii) secondthat is an "underwriter" or an "affiliate" of the Company in an amount sufficient to include all the Registrable Securities offered by such Participating Holder or an amount sufficient to reduce the amount of such Participating Holder's Registrable Securities held after the offering to a level that would cause such Participating Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; THIRD, such number of Registrable Securities requested to be included in such registration Registration Statement by the Holders whichany other Participating Holder, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities PRO RATA on the basis of the relative number amount of Registrable Securities then such securities held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such other Participating Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any ; and FOURTH, all other selling holders securities of the Company’s Securities shall Company duly requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the HoldersRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Morrison Knudsen Corp//)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises ----------------------------------- Underwriters' Representative or Agent shall advise the Company in writing (with a copy of which shall be provided to the Holderseach Selling Holder) that, in its opinion, the number amount of Registrable Securities and other Securities securities requested to be included in such registration offering (whether by the Company, the Selling Holders or other holders of securities) exceeds the number amount which can be offered and sold in such offering, so as offering within a price range acceptable to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringCompany, then the Company shall include in such registrationregistration only that amount of securities which the Company is so advised can be offered and sold in the offering as follows: (i) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and (ii) second, such number of Registrable Securities of each Selling Holder that has properly requested that its Registrable Securities be included in such registration and that is an "underwriter" or an "affiliate" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities being offered for sale by such Selling Holder or an amount sufficient to reduce the amount of such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (iii) third, such Registrable Securities (that have not theretofore been included in such registration statement pursuant to clause (ii) of this Section 3.2) requested to be included in such registration statement by the Holders whicheach Selling Holder, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number amount of Registrable Securities then such securities held by each such Holder Selling Holder; and (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any iv) fourth, all other selling holders securities of the Company’s Securities shall Company duly requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration statement.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2.2 hereof involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, marketing factors require a limitation of the number amount of Registrable Securities and other Securities requested securities to be included in such registration exceeds underwritten (including Registrable Securities) because the number which can be sold in such offering, so as amount of securities to be underwritten is likely to have a material and an adverse effect on the price, timing or distribution of the Securities offered securities to be offered, in such offering, then offering as contemplated by the Company shall (other than the Registrable Securities), then, (i) in the case such registration is being made pursuant to NASD’s registration demand rights under Section 1.1 of the Investor Rights Agreement, dated as of February 20, 2002, between the Company and NASD as in effect on the date of this Agreement (but without giving effect to any amendment, supplement or other modification of such agreement after the date hereof), the Company will include in such registration: registration (iA) first, 100% of the securities NASD proposes to sell and (B) second, to the extent that the amount of securities requested to be involved in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities (on an as converted basis) which the Holders have requested to be included in such registration and the securities to be offered by the Company, if any, such amount to be allocated pro rata among all requesting Holders and the Company on the basis of the amount of securities requested by such Holders and the Company in such registration, and (ii) otherwise (A) first, 100% of the securities the Company proposes to sell for its own account; and sell, (iiB) second, such number to the extent that the amount of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, can be sold without having the material and materially adverse effect referred to above, which number the amount of Registrable Securities shall (on an as converted basis) which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number amount of Registrable Securities (on an as converted basis) then held by each such Holder (provided that any Securities amount thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders ) and (C) third, to the extent that the amount of the Company’s Securities shall securities requested to be included in an underwritten offering only with such registration can, in the consent opinion of Sponsor Holders holding a majority such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of securities held by any other Person which have the shares being sold right to be included in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 1 contract
Samples: Registration Rights Agreement (Nasdaq Stock Market Inc)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding anything ----------------------------------- in Section 2.2.1 above to this the contrary and except as provided in Section 2.1 involves an underwritten offering and 2.1.7, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such offering, then the Holders whichCompany shall promptly notify S.R. One of such fact. If the managing underwriter does not agree to include all (or such lesser amount as S.R. One shall, in its sole discretion, agree to) of the opinion number of the Registrable Securities initially requested by S.R. One to be included in such managing underwriterregistration, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all ----- securities proposed by the Company to be sold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of S.R. One, ------ Xxxxxxx Xxxxx Securities, Incorporated and adverse effect referred the Investors, other than the holder(s) of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to above, be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for each ----- remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in any such registrationregistration initiated by the Company, the Holders or other holder of Securities: (i) first, the Securities the Company proposes to sell for its own account; and (ii) and second, such on a pro rata basis, on the basis of the number of Securities requested to be included in such registration by each such holder, the Registrable Securities requested to be included in such registration by the Holders whichand such other Securities entitled to be included in such registration and the holders of which submitted a proper request for inclusion in such registration; provided that if after an Exchange Listing the Holders have been prevented from exercising their rights under Section 2.2 because of the last paragraph of Section 2.2(a) (i.e., in clauses (w), (x), (y) and (z)) for more than six (6) consecutive months, then the opinion of such managing underwriterCompany will include, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated on a pro rata among all such requesting Holders of Registrable Securities basis, on the basis of the relative number of Registrable Securities then held requested to be included in such registration by each such Holder (provided that any party, the Securities thereby allocated the Company proposes to any such Holder that exceed such Holder’s request shall be reallocated among sell for its own account and the remaining requesting Holders in like manner). Any other selling holders of the Company’s Registrable Securities shall requested to be included in an underwritten offering only with such registration by the consent of Sponsor Holders holding a majority of Holders. If there is capacity in the shares being sold offering, the Company will also include such other Securities entitled to be included in such offering and, if so included, registration and the holders of which submitted a proper request for inclusion in such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration.
Appears in 1 contract
Samples: Registration Rights Agreement (Blackstone / GSO Secured Lending Fund)
Priority in Piggyback Registrations. If a registration majority of the joint lead bookrunning underwriters in an underwritten offering pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises 3.2 shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities Securities) which the Company, the Holders and any other Securities requested selling stockholders intend to be included include in such registration offering exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registrationoffering in the following order: (i) firstall securities to be sold for the Company’s own account, and (ii) to the Securities extent that the number of securities which the Company proposes to sell for its own account; and (ii) second, such account is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration offering by the Holders whichpursuant to this Agreement; provided, however, that if the number of securities requested to be included in such offering by the opinion of such managing underwriter, Holders pursuant to this Agreement exceeds the number which the Company has been advised can be sold in such offering without having the material and adverse negative effect referred to above, which the number of Registrable Securities such securities requested to be included in such offering by the Holders pursuant to this Agreement shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by securities each such Holder (provided that any Securities thereby allocated has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersoffering.
Appears in 1 contract
Priority in Piggyback Registrations. If a requested registration pursuant to this Section 2.1 3(a) involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which that can be sold in such offering at a price acceptable to the Company or is such as to adversely affect the success of the offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall will include in such registration: registration (ia) first, (1) if the Securities Company initiated the registration, the securities the Company proposes to sell for its own account; and (ii2) if an Initiating Holder initiated the registration, the securities that the Initiating Holder proposes to sell, then the securities the Company proposes to sell, if any, and (b) second, such the number of Registrable Securities requested to be included in such registration by shall be allocated so that the Holders which, in number of securities to be registered for each requesting Holder will equal the opinion product of such managing underwriter, can be sold without having (x) the material and adverse effect referred to above, which total number of Registrable Securities shall be allocated pro rata among all held by such requesting Holders Holder and (y) a fraction (I) the numerator of Registrable Securities on which is the basis of the relative number of Registrable Securities then which the managing underwriter advises can be sold at a price acceptable to the Company and (II) the denominator of which is the total number of Registrable Securities held by each such Holder all requesting Holders (provided that any Securities thereby securities hereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Broadwing Inc)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and the managing underwriter Managing Underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinionsuch firm’s good faith view, the number inclusion of all or a part of such Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to would be likely to have a material and significant adverse effect on upon the price, timing or distribution of the offering and sale of the Other Securities offered in such offeringthen contemplated, then the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their Registrable Securities in such registration and (y) include in such registration: (i) first, the all Other Securities the Company proposes to sell for its own account; and , (ii) second, such and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion good faith view of such managing underwriterthe Managing Underwriter, can be so sold without having the material and adverse effect referred so adversely affecting such offering, with such number to above, which number of Registrable Securities shall be allocated pro rata among all the Holders that have requested to participate in such requesting Holders of Registrable Securities registration on the basis of the relative number of Registrable Securities requested to be included therein then held by each such Holder (provided that with any Securities thereby allocated to any such Holder that exceed such number in excess of a Holder’s request shall be being reallocated among the remaining requesting Holders in a like manner). Any other selling holders ; provided further that if such Managing Underwriter advises the Company in writing that less than all of the Company’s such Registrable Securities shall should be included in an underwritten offering such offering, each of such Holders may withdraw their request for registration of their Registrable Securities under Section 2(a) and (iii) third, and only with the consent of Sponsor Holders holding a majority if all of the shares being sold Registrable Securities referred to in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above have been included in such registration, any other securities eligible for inclusion in such registration, if any, which, in the same good faith view of such Managing Underwriter, can be so sold without so adversely affecting such offering in the manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersdescribed above.
Appears in 1 contract
Samples: Registration Rights Agreement (Vantage Drilling CO)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding anything in Section 7.3 above to this Section 2.1 involves an underwritten offering and the contrary, if the managing underwriter advises the Company in writing (a copy of which any underwritten public offering shall be provided to the Holders) that, in inform Parent by letter of its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such public offering, then Parent shall promptly notify Stockholder of such fact. If the Holders whichmanaging underwriter does not agree to include all (or such lesser amount as Stockholder shall, in his discretion, agree to) of the opinion number of the Registrable Securities initially requested by Stockholder to be included in such managing underwriterregistration, then Parent shall include in such registration, to the extent of the number and type which Parent is so advised can be sold without having in such Public Offering, (i) first, the material Parent securities proposed to be sold by Parent or, if the proposed registration by Parent is pursuant to a contractual demand registration right, the Parent Common Stock proposed to be sold by the party making the demand and adverse effect referred (ii) second, to abovethe extent additional Parent Shares may be included, which that number of Registrable Securities shall equal to the product of (x) the total number of such additional Parent Shares to be allocated pro rata among all included in such requesting Holders of Registrable Securities on registration multiplied by (y) the basis of fraction whose numerator is the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated sought to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with such registration by Stockholder and whose denominator is the consent total number of Sponsor Holders holding a majority of the shares being sold Parent Shares sought to be included in such offering and, if so included, registration by all persons or entities entitled to participate in such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration on a "piggyback" basis.
Appears in 1 contract
Samples: Stockholder Agreement (Viatel Inc)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 2.3 involves an underwritten offering Underwritten Offering of the Shares (or preferred securities) so being included for registration, whether or not for sale for the account of the Company, the Company shall so advise the Holders as a part of the Company Notice. In such event, the right of the Holders to registration pursuant to this Section 2.3(b) shall be conditioned upon the Holders’ participation in such underwriting and the managing underwriter advises inclusion of their Registrable Securities in the underwriting to the extent provided herein. The participating Holders shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the Underwriter or Underwriters selected for underwriting by the Company in writing (a copy of which shall be provided subject to the Holders) lock-up provisions included in this Agreement). Notwithstanding any other provision of this Section 2.3, if the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company that, in its opinion, marketing factors require a limitation on the number of securities to be underwritten, such Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities and other Securities requested to be included in such the registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the underwriting. The Company shall include in such registration: (i) firstso advise the Holders, and the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested that are entitled to be included in such the registration and underwriting shall be allocated in the following manner: (x) in the case of an offering for the account of the Company: first, to the Shares (or preferred securities) to be offered by the Company; second, to the Registrable Securities to be offered by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated (pro rata among all such requesting Holders of them based on Registrable Securities so included for sale); and third, to the Shares (or preferred securities) to be offered by any other holders of Shares (or preferred securities) on a pro rata basis among them based on the basis Shares (or preferred securities) so included for sale; and (y) in the case of an offering for the relative number account of Registrable Securities then held a Person other than the Company: first, to the Shares (or preferred securities) to be offered by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling initiating holders of such Shares (or preferred securities) to be registered; second, to the Company’s Securities shall Shares (or preferred securities) to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held offered by the Holders (pro rata among them based on Registrable Securities so included for sale); and third, to the Shares (or shall have priority after preferred securities) to be offered by the shares of the HoldersCompany.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gulfmark Offshore Inc)
Priority in Piggyback Registrations. (a) If a registration pursuant at any time following an IPO Event the Company proposes to this Section 2.1 involves effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for "piggyback" registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the "Permitted Demand Registration Rights")), including any Registration for the Company's account, and the managing underwriter advises underwriter(s) advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opinionor their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities Securities) which the Company, the Stockholders and any other Securities requested persons intend to be included include in such registration Registration exceeds the largest number of securities which can be sold in without having an adverse effect on such offering, so as to including the price at which such securities can be likely to have a material and adverse effect on the pricesold, timing or distribution of the Securities offered in such offering, then the Company shall include in such registrationRegistration: (i) first, the Securities all securities the Company proposes to sell for its own account; and account (the "Company Securities"), (ii) second, such to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of Registrable Securities requested to be included in such registration by shares of securities which the Holders which, in the opinion of such managing underwriter, Company has been advised can be sold in such offering without having the material and adverse effect referred to above, which the number of Registrable Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such requesting Holders of Registrable Piggyback Securities on the basis of the relative number or amount of Registrable Piggyback Securities then held by each such Holder (provided that any Securities thereby allocated holder has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with such Registration), and (iii) third, to the consent extent that the number of Sponsor Holders holding a majority Company Securities and Piggyback Securities held by Stockholders is less than the number of shares of securities which the shares being Company has been advised can be sold in such offering andwithout having the adverse effect referred to above, if so included, the equity securities requested to be sold for the account of any other persons (allocated among the persons holding such securities, other securities in such proportions as such persons and the Company may agree).
(b) If at any time following an IPO Event the election Company proposes to effect another Registration in connection with an underwritten offering pursuant to the exercise of any of the Sponsor Holdersdemand registration rights referred to in Section 9.1 hereof or any Permitted Demand Registration Rights, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Stockholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall be subject include in such Registration: (i) first, all securities which are held by the Stockholders or other persons who are exercising the demand registration rights referred to clause in Section 9.1 hereof or any Permitted Demand Registration Rights (the "Demand Securities"), (ii) above second, to the extent that the number or dollar amount of the Demand Securities to be offered by the Company is less than the number of shares of Demand Securities which the sellers thereof have been advised can be sold in such offering without having the same manner as adverse effect referred to above, the Registrable number of Piggyback Securities requested to be sold by any Stockholder who is a member of the Windward Group or a Management Stockholder (provided that if the number of the Demand Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and (iii) third, to the extent that the number of Demand Securities and Piggyback Securities held by Stockholders is less than the Holders or shall have priority after the number of shares of securities which the HoldersCompany has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of the Company and any other persons (allocated among the Company and the persons holding such other securities in such proportions as such persons and the Company may agree).
Appears in 1 contract
Samples: Stockholders Agreement (HCC Industries International)
Priority in Piggyback Registrations. If a registration pursuant Anything in section 1.1 to this Section 2.1 involves an underwritten offering and the ----------------------------------- contrary notwithstanding, if the managing underwriter advises or underwriters of any underwritten offering shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number or type of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material would materially and adverse effect on the price, timing or distribution of the Securities offered in adversely affect such offering, then the Company shall include in such registration: , to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering:
(i) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and ;
(ii) secondthen, such number of Registrable Securities requested to be included in such registration sold by the holders of Common Stock that constitute "Registrable Securities" that were (A) converted or exchanged from shares of the Company's preferred stock ranking senior to the Series A Preferred Stock, (B) held by the Company's institutional lenders or investors (which shall not include Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxx or any other party to this agreement) or (C) were received upon exercise of warrants held by holders of any preferred stock or warrants issued to the Company's institutional lenders or investors;
(iii) then, Registrable Securities to be sold by the Holders which, and all other shares of Common Stock outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to be the opinion of such managing underwriter, can same priority as those provided in this section 1.2 to be sold without having by the material and adverse effect referred holders thereof (the "Other Holders") in proportion to above, which number the respective numbers of their Registrable Securities shall that are proposed to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after and the shares Other Holders, as the case may be; and
(iv) finally, other securities to be sold by other holders of securities in proportion to the Holdersrespective numbers of securities proposed to be sold in such offering by such holders.
Appears in 1 contract
Samples: Registration Rights Agreement (Medsource Technologies Inc)
Priority in Piggyback Registrations. If (i) a registration pursuant to this Section 2.1 5.2 involves an underwritten offering of the securities so 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 trans action, (ii) the Registrable Securities and/or other Common Stock so requested to be registered for sale for the account of holders of Registrable Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b)) 12 16 and (iii) the managing underwriter advises of such underwritten offering shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as offering without adversely affecting the price to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offeringreceived thereon, then the Company shall will include in such registration: , to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and (ii) second, such number of Registrable Securities, and any securities having registration rights on a par with the Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of shares of such Registrable Securities, and other securities on a par with the Registrable Securities then held by each such Holder (provided that any Securities thereby allocated so proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any sold and so requested to be included; third, other selling holders of the Company’s Securities shall Common Stock requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering registration; and, fourth, Primary Shares, if so included, the Company has not undertaken such securities, at the election of the Sponsor Holders, shall be subject registration to clause (ii) above sell securities for its own account in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersfirst instance.
Appears in 1 contract
Samples: Investor Rights Agreement (Screaming Media Com Inc)
Priority in Piggyback Registrations. If a registration pursuant Anything in section 1.1 ----------------------------------- to this Section 2.1 involves an underwritten offering the contrary notwithstanding, and subject to section 6, if the managing underwriter advises or underwriters of any underwritten public offering of the Company's securities shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, or their belief that the number or type of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material would materially and adverse effect on the price, timing or distribution of the Securities offered in adversely affect such offering, then the Company shall include in such registration: , only those securities which the Company is advised by the managing underwriter or underwriters can be sold in (ior during the time of) such offering:
(a) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and ;
(b) then, Registrable Securities to be sold by the holders of Common Stock that constitute "Registrable Securities" that were (i) converted or exchanged from shares of the Company's preferred stock ranking senior to the Common Stock, (ii) secondheld by the Company's institutional lenders or investors or (iii) received upon exercise of warrants held by holders of any preferred stock or warrants issued to the Company's institutional lenders or investors; and
(c) then, such number of Registrable Securities requested to be included in such registration sold by the Holders which, and all other shares of Common Stock outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the opinion of such managing underwriter, can same priority as those provided in this section 1.2 to be sold without having by the material and adverse effect referred holders thereof (the "Other ----- Holders") in proportion to above, which number the respective numbers of their Registrable ------- Securities shall that are proposed to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after and the shares of Other Holders, as the Holderscase may be.
Appears in 1 contract
Samples: Registration Rights Agreement (Medsource Technologies Inc)
Priority in Piggyback Registrations. If a any registration pursuant to this Section 2.1 2.3 involves an underwritten offering and the managing underwriter advises underwriter(s) of such offering shall inform the Company in writing (a copy of which shall be provided to its belief that the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by or offering, when added to the Holders whichnumber of other equity securities to be offered in such registration or offering, would materially adversely affect such offering, then the Company shall include in such registration or offering, to the opinion extent of such managing underwriter, the number and type which the Company is so advised can be sold in (or during the time of) such registration or offering without having so materially adversely affecting such registration or offering (the material and adverse effect referred "Section 2.3 Sale Amount"), (i) all of the securities proposed by the Company to abovebe sold for its own account; (ii) thereafter, which to the extent the Section 2.3 Sale Amount is not exceeded, the Registrable Securities requested by the Participating Holders (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to participate on a pro rata basis based on the aggregate number of shares of Registrable Securities shall requested by the Participating Holders to be allocated pro rata among all such requesting Holders of Registrable Securities on registered); and (iii) thereafter, to the basis extent the Section 2.3 Sale Amount is not exceeded, any other securities of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated Company requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders by Company stockholders holding a majority of the shares being sold in other such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration rights.
Appears in 1 contract
Samples: Registration Rights Agreement (Avalon Digital Marketing Systems Inc)
Priority in Piggyback Registrations. If a registration pursuant Anything in section 1.1 to this Section 2.1 involves an underwritten offering ----------------------------------- the contrary notwithstanding, and subject to section 6, if the managing underwriter advises or underwriters of any underwritten public offering of the Company's securities shall inform the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, or their belief that the number or type of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material would materially and adverse effect on the price, timing or distribution of the Securities offered in adversely affect such offering, then the Company shall include in such registration: , only those securities which the Company is advised by the managing underwriter or underwriters can be sold in (ior during the time of) such offering:
(a) first, the Securities all securities proposed by the Company proposes to sell be sold for its own account; and ;
(b) then, Registrable Securities to be sold by the holders of Common Stock that constitute "Registrable Securities" that were (i) converted or exchanged from shares of the Company's preferred stock ranking senior to the Common Stock, (ii) secondheld by the Company's institutional lenders or investors or (iii) received upon exercise of warrants held by holders of any preferred stock or warrants issued to the Company's institutional lenders or investors; and
(c) then, such number of Registrable Securities requested to be included in such registration sold by the Holders which, and all other shares of Common Stock outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the opinion of such managing underwriter, can same priority as those provided in this section 1.2 to be sold without having by the material and adverse effect referred holders thereof (the "Other Holders") in ------------- proportion to above, which number the respective numbers of their Registrable Securities shall that are proposed to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after and the shares of Other Holders, as the Holderscase may be.
Appears in 1 contract
Samples: Registration Rights Agreement (Medsource Technologies Inc)
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 1.03 involves an underwritten offering and a majority of the managing underwriter advises joint lead bookrunning underwriters shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company's own account or for other holders of Priority Securities (other than for the account of any Holders)), on a pro rata basis, and (ii) to the extent that the number of securities which the Company proposes to sell for its own account or for other holders of Priority Securities pursuant to Section 1.03(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration exceeds by the number which can be sold in such offeringHolders pursuant to Section 1.03(a) (provided, so as to be likely to have a material and adverse effect on however, that if the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the opinion of such managing underwriter, number which the Company has been advised can be sold in such offering without having the material and adverse negative effect referred to above, which the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated first, pro rata between the DW Preferred Holders on the basis of the shares of Registrable Securities shall each DW Preferred Holder has requested to be allocated included in such registration and second, pro rata among all such other requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such other Holder (provided that any Securities thereby allocated has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration).
Appears in 1 contract
Samples: Registration Rights Agreement (DreamWorks Animation SKG, Inc.)
Priority in Piggyback Registrations. If a registration pursuant Notwithstanding anything ----------------------------------- in Section 2.2.1 above to this the contrary and except as provided in Section 2.1 involves an underwritten offering and 2.1.7, if the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, belief that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration by would materially and adversely affect such offering, then the Holders whichCompany shall promptly notify X.X.Xxx of such fact. If the managing underwriter does not agree to include all (or such lesser amount as X.X.Xxx shall, in its sole discretion, agree to) of the opinion number of the Registrable Securities initially requested by X.X.Xxx to be included in such managing underwriterregistration, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold without having in (or during the material time of) such offering first, all securities proposed by the Company to be sold for its own account, if ----- the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of X.X.Xxx, Xxxxxxx ------ Xxxxx Securities, Incorporated and adverse effect referred the Investors, other than the holder(s) of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to above, be registered which is obtained by dividing (i) the number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis securities of the relative Company that such holder proposes to include in such registration by (ii) the total number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated securities proposed to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andby such holders, and third, for each remaining holder ----- of the Company's securities, other than the holder of the securities who initiated such demand registration and the holders listed above, if so includedany, the fraction of such securities, at holder's securities proposed to be registered which is obtained by dividing (i) the election number of the Sponsor Holders, shall be subject securities of the Company that such holder proposes to clause include in such registration by (ii) above the total number of securities proposed to be sold in the same manner as the Registrable Securities held such offering by the Holders or shall have priority after the shares of the Holderssuch holders.
Appears in 1 contract
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and materially adverse effect on the price, timing or distribution of the Securities securities offered in such offeringoffering as contemplated by the Company (other than the Registrable Securities), then the Company shall will include in such registration: registration (i) first, 100% of the Securities securities the Company proposes to sell for its own account; and sell, (ii) second, such to the extent that the number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to this Section 2.1 can, in the opinion of such managing underwriter, can be sold without having the material and materially adverse effect referred to above, which the number of Registrable Securities shall which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any Securities shares thereby allocated to any such Holder that exceed such Holder’s request shall will be reallocated among the remaining requesting Holders in like manner). Any other selling holders ) and (iii) third, to the extent that the number of the Company’s Registrable Securities shall requested to be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering andregistration can, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the number of Registrable Securities held by any other Person which have the Holders or shall have priority after the shares of the Holdersright to be included in such registration.
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Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 1.03 involves an underwritten offering and a majority of the managing underwriter advises joint lead bookrunning underwriters shall advise the Company in writing (a copy of which shall be provided to the Holders) that, in its opiniontheir good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all the Priority Securities (including any to be sold for the Company’s own account or for other holders of Priority Securities (other than for the account of any Holders)), on a pro rata basis, and (ii) to the extent that the number of securities which the Company proposes to sell for its own account or for other holders of Priority Securities pursuant to Section 1.03(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the negative effect referred to above, all Registrable Securities requested to be included in such registration exceeds by the number which can be sold in such offeringHolders pursuant to Section 1.03(a) (provided, so as to be likely to have a material and adverse effect on however, that if the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders whichpursuant to Section 1.03(a), together with the number of Priority Securities to be included in such registration pursuant to clause (i) of this Section 1.03(b), exceeds the opinion of such managing underwriter, number which the Company has been advised can be sold in such offering without having the material and adverse negative effect referred to above, which the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 1.03(a) shall be allocated first, to Universal on the basis of the shares of Registrable Securities shall Universal has requested to be allocated included in such registration and second, pro rata among all such other requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such other Holder (provided that any Securities thereby allocated has requested to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holdersregistration).
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Samples: Registration Rights Agreement (DreamWorks Animation SKG, Inc.)
