Priority in Registrations. (a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration:
(i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion;
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a)
Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "Company Offering Quantity"), then the Company will include in such registration securities in the following priority:
(i) First, the Company will include the securities the Company proposes to sell.
(ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basis.
Priority in Registrations. If a Shelf Registration or Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Shelf Registration or Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Shelf Registration or Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Shelf Registration or Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Shelf Registration or Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.5(d), include in any Shelf Registration or Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Shelf Registration or Demand Registration, such Holder may, upon written notice to the Company given within five (5) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Shelf Registration or Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Shelf Registration or Demand Registration.
Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of GDI, and the managing underwriters advise GDI in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "GDI Offering Quantity"), then GDI will include in such registration securities in the following priority:
(i) First, GDI will include the securities GDI proposes to sell.
(ii) Second, subject to any rights of other holders of securities of GDI which are prior to the rights of the Purchasers to registration pursuant to agreements set forth on the Disclosure Schedules to the Securities Purchase Agreement, GDI will include all Registrable Securities requested to be included by any Designated Holder may request to be so included, and if the number of such Designated Holders' securities requested to be included exceeds GDI Offering Quantity, then GDI shall include only each such requesting Designated Holders' pro rata share of the shares available for registration, based on the amount of securities held by such holder, on an as converted basis.
(iii) Third, GDI will include other securities of GDI proposed to be included in the registration.
Priority in Registrations. If a piggy-back Registration Statement is an underwritten primary registration on behalf of the Company or a successor, and the managing underwriters advise the Company or the successor in writing that in their opinion the number of shares of Common Stock requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering, then the Company or successor will have the right to limit the number of shares of Common Stock to be included in the Registration Statement.
Priority in Registrations. If a registration pursuant to this Section 3.2 involves an underwritten public offering and the managing underwriter advises the Company in writing that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without resulting in an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to issue and sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 3.2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Shareholder has requested to be included in such registration and holders of the securities having similar registration rights, such amount to be allocated pro rata among all requesting holders on the basis of the relative number of shares then held by each such holder.
Priority in Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range stated by the Holder requesting registration as being acceptable, the Company will include in such registration the securities the Company proposes to sell for its own account, if any, and the number of such Registrable Securities requested to be included in such registration that, in the opinion of the lead managing underwriter, can be sold, allocated pro rata among the Company and all requesting Holders on the basis of the total number of shares proposed to be registered by the Company in good faith and the number of shares of Registrable Securities then held by each such Holder (provided that any Registrable Securities thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders based on the number of shares of Registrable Securities held by each such Holder).
Priority in Registrations. If (i) a registration pursuant to this section involves an underwritten offering of the securities, and (ii) the managing underwriter shall inform the Company and the holders of the Registrable Securities requesting such registration of its belief that the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, then the Company will include in such registration, to the extent to which the Company is advised can be sold in such offering, securities as follows:
5 9 (i) If such registration is for an offering of securities for the account of the Company, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested by the Holders to be included in such registration, and third, all other securities of the Company requested to be included in such registration pro rata on the basis of the number of shares of such securities so requested to be included;
Priority in Registrations. If a registration pursuant to this Section 3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing that, in its opinion, the number of securities of any class requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering, then the Company will include in such registration, to the extent to which the Company is advised can be sold in such offering, securities as follows:
(i) if such registration is for the account of the Company, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested by the Holder to be included in such registration, and third, all other securities of the Company requested to be included in such registration in such amount and in such manner as the Company shall determine;
(ii) if such registration is not for the account of the Company, first, such Registrable Securities requested to be included in such registration and all other securities proposed to be sold by other holders shall be included in such registration pro rata on the basis of the number of shares so proposed to be sold, and second all securities proposed by the Company to be sold for its own account.
Priority in Registrations. In the event that, in connection with an underwritten offering in which Xxxxxx is to sell securities of the Company, the managing underwriter shall advise Xxxxxx and Apollo in writing that, in its opinion, the number of securities requested to be included in such offering exceeds the number which can be sold in such offering without interfering with the successful marketing of the securities so being registered, the number of shares to be sold may be reduced to such number stated in the letter of the managing underwriter which can be sold without interfering with the successful marketing of such securities. In such circumstances, notwithstanding section 2.2(b) or the terms of the Registration Rights Agreement, dated as of September 29, 1998 between the Company, Xxxxxx and the other parties signatory thereto, the number of shares Beneficially Owned by each of Apollo, its Affiliates and Xxxxxx to be sold shall be reduced by the same percentage.
