Priority in Requested Registration. If the managing underwriter of any underwritten offering initiated pursuant to this Section 1.1 shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) 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 acceptable to the Selling Holders of 50% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, FIRST, all securities proposed by the Selling Holders to be sold for their own accounts, pro rata among such Selling Holders and such other Persons on the basis of the percentage of Registrable Securities held by each Selling Holder seeking registration, SECOND, if after all shares proposed by the Selling Holders are included pursuant to FIRST above, any securities initially requested to be registered by the Company for the accounts of other Persons pursuant to the exercise of registration rights if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement, and THIRD, such securities initially requested to be included in such registration pursuant by the Company for its own account. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in FIRST above, holders of Registrable Securities requesting registration thereof pursuant to Section 1.1, representing not less than 10% of the Registrable Securities with respect to which registration has been requested and constituting not less than 50% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company.
Priority in Requested Registration. So long as the Initiating Investors hold at least 25% of the Registrable Securities issued to the Investors on the date of this Agreement, the Company shall have the right to include in any Registration Statement initiated by an Investor pursuant to this Section 1, for sale in accordance with the method of disposition specified by the requesting Investors, Common Stock to be sold by the Company for its own account. If, in the good-faith judgment of the managing underwriter of any underwritten offering the inclusion of all of the Registrable Securities requested for inclusion pursuant to this Section 1 and the Common Stock proposed to be sold by the Company for its own account would adversely affect the successful marketing of the proposed offering, then the number of shares of Common Stock to be included in the offering shall be reduced to the required level, first, by excluding Common Stock to be sold by the Company for its own account and second, by reducing the participation of such Initiating Investors and other Holders in such offering pro rata among such Initiating Investors and other Holders, based upon the amount of Registrable Securities owned by such Initiating Investors and other Holders. The Company will not cause any other registration statement with respect to its Registrable Securities for its own account to become effective less than 120 days after the effective date of any registration requested pursuant to this Section 1, except in the case of: (i) a registration of securities pursuant to a Registration Statement on Form S-8 or Form S-4 or any successor form thereto; (ii) any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation; (iii) any registration statement relating solely to employee stock option, stock purchase, benefit or similar plans; or (iv) other registrations required under Section 1.
Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling Holder of Registrable Securities requesting registration) that, in its opinion, the number or amount of securities requested to be included in such registration exceeds the number or amount which can be sold in such offering within a price range acceptable to the Selling Holders of more than 50% of the Registrable Securities requested to be included in such registration, the Company will include in such registration only the number or amount of Registrable Securities which the Company is so advised in writing (with a copy to each Selling Holder of Registrable Securities requesting registration) by the managing underwriter can be sold in such offering. Any such limitation of Registrable Securities requested to be included in such registration shall be applied pro rata among the Selling Holders requesting such registration on the basis of the aggregate number or amount of the Registrable Securities of such Selling Holders requested to be so registered.
Priority in Requested Registration. If the managing underwriter of an underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration is sufficiently large to materially adversely affect the success of the offering, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. To the extent Registrable Securities so requested to be registered are excluded from the offering, the holders of such Registrable Securities shall be deemed not to have used a demand registration pursuant to this Section 1.1.
Priority in Requested Registration. If a Registration under this Section 4.1 involves an underwritten public offering and the managing underwriter of such underwritten offering advises Parent in writing (with a copy to each Selling Investor requesting that Registrable Securities be included in such registration statement) that, in such underwriter’s opinion, the number of shares of Registrable Securities requested to be included in such Registration exceeds the number of such securities that can be sold in such offering within a price range that is acceptable to the Selling Investor owning the largest number of shares of Registrable Securities requested to be included in such Registration, as stated by such Selling Investor to such managing underwriter, then Parent will include in such registration, to the extent of the number and type of securities that Parent is advised can be sold in such offering, the following: (i) first, all shares of Registrable Securities requested to be Registered and sold for the account of the Demanding Investor; (ii) second, any shares of Registrable Securities that the other Selling Investors have requested be included in such Registration pursuant to Section 4.1(a), (iii) third, any securities to be Registered and sold for the account of Parent, and (iv) fourth, other securities requested to Registered, if any.
Priority in Requested Registration. If a registration under this Section 2.1 involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) that the number of Registrable Shares sought to be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration by such other Stockholders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.
Priority in Requested Registration. If the managing underwriter of an underwritten offering shall advise the Company in writing or if the Company determines in good faith based upon the advice of its financial advisor for any offering which is not underwritten (and in each such case the Company shall promptly advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in the underwriter's or the Company's opinion, as the case may be, the total number of Registrable Securities requested to be included in such registration exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Company's securities or the price that may be obtained in such offering, to the extent the underwriter or the Company, as the case may be, determines that certain of the Registrable Securities requested to be registered by the Selling Holders must be excluded, they shall be excluded pro rata among each of the Selling Holders requesting such registration on the basis of the estimated aggregate gross proceeds to be received by such Selling Holders from the sale of their Registrable Securities. To the extent Registrable Securities requested to be registered are excluded from the offering pursuant to the immediately preceding sentence, the holders of such Registrable Securities shall have the right to one additional demand registration pursuant to this Section 1.1.
Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company (and the Company shall so advise each Registered Selling Shareholder of such advice) that, in its opinion, 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 of the number of Registrable Securities that the Company is so advised can be sold in (or during the time of) such offering at a price acceptable to the Registered Selling Shareholders holding a majority of the Registrable Securities requested to be included in such registration statement (i) FIRST, the number of Registrable Securities requested by each Requesting Party that is either Allied, Fleet Finance, Blackstone or an Investor to be included in such registration that, in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such requesting Investors, Allied and/or Fleet Finance pro rata on the basis of the respective number of Registrable Securities then held by each requesting Investor, Allied, Fleet Finance and/or Blackstone; (ii) SECOND, the number of Registrable Securities requested by the other Registered Selling Shareholders to be included in such registration that, in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities pro rata on the basis of the respective number of Registrable Securities then held by each such holder; and (iii) THIRD, the securities the Company proposes to sell.
Priority in Requested Registration. If a registration under Section 3(a) hereof involves an underwritten public offering, and the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to each Holder requesting that Registrable Common Stock be included in such registration statement) that, in its opinion, the number of shares of Registrable Common Stock requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration to be acceptable to such Selling Holders, the Company shall include in such registration, to the extent of the number and type of securities which the Company is advised can be sold in such offering, all Registrable Common Stock requested to be registered pursuant to Section 3(a) hereof, pro rata among the Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such holders, and no other shares of Common Stock, whether to be sold by the Company or any other Person.
Priority in Requested Registration. If the managing underwriter of a registration pursuant to this Section 2 shall advise the Company in writing that, in its view, the number or proposed mix of securities requested to be included in such registration (including securities which the Company requests to be included ) exceeds the largest number of securities which can be sold without having a material adverse effect on such offering (the "Maximum Offering Size"), including the price at which such securities can be sold, the Company will include in such registration:
(i) first, the Registrable Securities requested to be included in such registration by the Charter Investors or by the Softbank Investors, as applicable, pursuant to Section 2(a), and the Registrable Securities requested to be included in such registration by the Charter Investors (in the case of a Softbank Registration Request) or the Softbank Investors (in the case of a Charter Registration Request) pursuant to Section 2(b), allocated (if necessary) pro rata among the Charter Investors and the Softbank Investors on the basis of the relative number of Registrable Securities each of the Charter Investors and the Softbank Investors, as applicable, has requested to be included in such registration;
(ii) second, securities of the Company to be sold for the account of the Company; and
(iii) third, securities of the Company to be sold for the account of other persons, with such priorities among them as the Company shall determine.
