Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. Notwithstanding anything in paragraph 2.2.1 above to the con- trary, if the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the num- ber or type of Registrable Securities requested to be included in such registration would materially and adversely affect such offering, 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 in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account or by the holder of securities who initiated a demand registration, and second, by reducing the other securi- ties (including Registrable Securities to be sold by other holders of securities (including RHI)) in proportion to the number of securities proposed to be sold in such offering by such holders.

Appears in 3 contracts

Samples: Merger Agreement (Fairchild Corp), Merger Agreement (Rhi Holdings Inc), Merger Agreement (Fairchild Industries Inc /De/)

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Priority in Piggyback Registrations. Notwithstanding anything in paragraph 2.2.1 above to the con- trarycontrary, if the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the num- ber number or type of Registrable Securities requested to be included in such registration would materially and adversely affect such offering, 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 in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account or by the holder of securities who initiated a demand registration, and second, by reducing the other securi- ties securities (including Registrable Securities to be sold by other holders of securities (including RHI)) in proportion to the number of securities proposed to be sold in such offering by such holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Shared Technologies Inc)

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