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 Holders of Registrable Securities 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:
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:
Priority in Registrations. If the book-runner(s) for an underwritten offering pursuant to this Section 2 advises the Company and the applicable Holders in writing that, in its opinion, the number of securities requested to be included in such offering by the Company, if any, and the Holders exceeds the largest number or amount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders which in the opinion of such book-runner(s) can be sold without adverse effect on the offering, allocated, if the amount is less than all the Registrable Securities to be sold, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than the number or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, as many of the securities which the Company proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.
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:
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 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:
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 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:
Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of whichever of Cynat or Genaderm is the registrant company, and the managing underwriters advise the registrant 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 registrant company will include in such registration securities in the following priority:
