Common use of Priority in Registration Clause in Contracts

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.

Appears in 2 contracts

Samples: Equity Registration Rights Agreement (Mariner Health Care Inc), Equity Registration Rights Agreement (Mariner Health Care Inc)

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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 principal amount of Registrable Securities proposed to be included in the Demand Registration exceeds the number principal amount of Registrable Securities and other securities which can be sold in such offering, the Company shall include in such registration: (i) first, the principal amount of 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 aggregate principal amount 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.

Appears in 1 contract

Samples: Debt Registration Rights Agreement (Mariner Health Care Inc)

Priority in Registration. If the Company seeks If, with respect to include in any underwritten Demand Registration any securities which are not Registrable Securities and Registration, the managing underwriter advises Managing Underwriters advise the Company in writing that in its their 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 will 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 Participating Investors pro rata based upon the total number of Registrable Securities which such Holder proposed Investor proposes 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 underwriterManaging Underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Guilford Mills Inc)

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Priority in Registration. If the Company seeks to include includes in any underwritten Demand Registration any securities which are not Registrable Securities and the managing underwriter advises Managing Underwriters advise the Company in writing that in its their 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 will 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 Participating Investor or Investors pro rata based upon the total number of Registrable Securities which such Holder proposed Investor proposes 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 underwriterManaging Underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Genesis Health Ventures Inc /Pa)

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