Priority in Registration Sample Clauses
Priority in Registration. If an Incidental Registration is an underwritten offering, and the representative of the underwriters gives written advice to Holders and the Company that, in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Incidental Registration, then the Company shall be required by this Section 2.3 to include in such Incidental Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, Holders, the Company and any other Person participating in such Incidental Registration shall participate in such Incidental Registration as follows:
(i) First, there shall be included in such Incidental Registration that number of securities that the Company proposes to offer and sell for its own account in such registration to the full extent of the Underwriter's Maximum Number; and
(ii) Second, if the Underwriter's Maximum Number has not yet been reached, there shall be included in such Incidental Registration that number of Registrable Securities that Holders have requested to be included in such Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number; and
(iii) Third, if the Underwriter's Maximum Number has not yet been reached, there shall be included in the Incidental Registration that number of Registrable Securities that any Persons other than Holders and the Company have requested to be included in the Incidental Registration to the full extent of the remaining portion of the Underwriter's Maximum Number. In the event that this Section 2.3(b) results in less than all of the Registrable Securities that are requested by Holders to be included in such Incidental Registration actually being included in such Incidental Registration, then the number of Registrable Securities that is included in such Incidental Registration shall be allocated pro rata among all Holders based on the number of Registrable Securities that each such Holder desires to offer. The Company shall promptly notify Holders if any Registrable Securities will not be included in the Incidental Registration pursuant to this Section 2.3(b). If any securities are withdrawn from the registration pursuant to Section 2.3(a) and if the number of Registrable Securities to be included in such Incidental Registration was previously reduced pursuant to this Section 2.3(b), then the Company shall then offer to all Holders the right to include additional Regis...
Priority in Registration. If a registration pursuant to this Section 7 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company that, in its opinion, the number of securities which the Company, the Holders and any other parties intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" registration rights, and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Underlying Warrant Shares which the Holders have requested to be included in such registration and such number of securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 7(a) hereof or other "...
Priority in Registration. If the Company seeks to include in any underwritten Demand Registration any securities which are not Registrable Securities and the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities proposed to be included in the Demand Registration exceeds the number of Registrable Securities and other securities which can be sold in such offering, the Company shall include in such registration: (i) first, the Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, by the selling Holders pro rata based upon the total number of Registrable Securities which such Holder proposed to include in such registration and (ii) second, the securities proposed to be included in such registration by any other holders as determined by the Company and the managing underwriter.
Priority in Registration. If a Requested Registration is an underwritten offering, and the managing underwriters shall give written advice to the Holders and the Corporation that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the “Underwriter’s Maximum Number”) could successfully be included in such registration within a price range acceptable to the Holders initiating the Requested Registration, then the Corporation shall be required only to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (“Requested Registration Cutback”) and the Corporation and the Holders will participate in such offering in the following order of priority:
(i) First, there shall be included in such registration that number of Registrable Securities that the Holders shall have requested to be included in such offering up to the Underwriter’s Maximum Number; and
(ii) Second, the Corporation shall be entitled to include in such registration that number of securities that it proposes to offer and sell for its own account to the full extent of any remaining portion of the Underwriter’s Maximum Number. In the event that a Requested Registration Cutback results in less than 50% of the Registrable Securities of Holders that were requested to be included in such registration actually being included in such registration, then (i) each requesting Holder will be entitled to include his, her or its pro rata share, calculated as the Underwriter’s Maximum Number, multiplied by a fraction, the numerator of which is the number of shares that such Holder requested to be included in such offering and the denominator of which is the total number of shares requested by Holders to be included in such registration and (ii) such registration shall not be counted for purposes of the limitations on requested registrations in Section 2.1(a)(ii)(2) above.
Priority in Registration. If an Incidental Registration is an underwritten offering, and the representative of the underwriters gives written advice to Holders and the Company that, in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Incidental Registration, then the Company shall be required by this Section 2.3 to include in such Incidental Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, Holders, the Company and any other Person participating in such Incidental Registration shall participate in such Incidental Registration as follows:
Priority in Registration. If a registration pursuant to this Section 7 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company that, in its opinion, the number of securities which the Company, the Option Holders and any other parties intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration was initiated by parties to whom the Company has granted registration rights, other than the Option Holders ("Other Holders") exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registerable Securities which the Investor Holders have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which such Other Holders
Priority in Registration. Notwithstanding anything contained herein to the contrary, if this registration involves an offering by or through underwriters, Akid shall not be required to include Registrable Securities therein, if and to the extent the underwriter managing the offering reasonably believes in good faith and advises Cohen that such inclusion would xxxxxially adversely affect such offering; provided that any such reduction or elimination shall be pro rata to all other securityholders of the securities of Akid entitled to registration rights in proportion to the respective number of shares they have requested to be registered.
Priority in Registration. Notwithstanding anything contained herein to the contrary, if this registration involves an offering by or through underwriters, AKID shall not be required to include Registrable Securities therein, if and to the extent the underwriter managing the offering reasonably believes in good faith and advises each Piggy-Back Stockholder requesting to have Registrable Securities included in AKID's Registration Statement that such inclusion would materially adversely affect such offering; provided that any such reduction or elimination shall be pro rata to all other Piggy-Back Stockholders and securityholders of the securities of AKID entitle to registration rights in proportion to the respective number of shares they have requested to be registered.
Priority in Registration. If the Company's managing underwriters shall advise the Company and Sandxxx xx writing that the inclusion in any registration pursuant to this Agreement of some or all of the Common Stock sought to be registered by Sandxxx xxxates a substantial risk that the proceeds or price the Company will derive from such registration will be materially reduced or that the number of securities to be registered (including those sought to be registered at the instance of the Company and any other party entitled to participate in such registration as well as those sought to be registered by Sandxxx) xx too large a number to be reasonably sold, the Company shall include in such registration the number of shares which the Company is so advised can be sold in such offering (but shall have no obligations to Sandxxx xx include any more than such number):
(a) if such registration is pursuant to Section 2 hereof (i) first, Common Stock requested by Sandxxx xx be included in such registration pursuant to this Agreement, and (ii) second, those securities sought to be registered by the Company and any other party entitled to participate in such registration; or
(b) if such registration is pursuant to Section 3 hereof (i) first, Common Stock to be registered by the Company, (ii) second, Common Stock sought to be registered by Sandxxx xxx all other parties entitled to participate in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to Sandxxx xx the nearest 100 shares.
Priority in Registration. In the event of any registration of securities of the Corporation under the Securities Act, (other than on Forms X-0, X-0 or their successor forms) holders of securities not enjoying demand registration rights shall be first reduced pro rata to zero and, if necessary, all holders of securities enjoying demand registration rights (including the Holders) shall be cut back, with it being understood that (i) the Corporation shall include in such registration the number of securities requested to be included therein which are held by such holders (including the Holders) enjoying demand registration rights which in the opinion of such underwriters can be sold without materially and adversely affecting the success of such offering, pro rata among such holders based on the number of securities (on an as-converted or as-exercised basis) owned by each such holder, and (ii) in connection with an underwritten primary registration on behalf of the Corporation pursuant to Section 1.3(b) above, such holders enjoying demand registration rights shall be entitled to include not less than 25% of the total number of shares to be included in such offering.