Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) 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 holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Learning Co Inc), Registration Rights Agreement (Lee Thomas H Equity Fund Iii L P)

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Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 section 13.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) 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 holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities (and any securities owned by any affiliate of the Purchaser) requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among the holders thereof such holders requesting such registration on the basis of the number of such securities requested to be included by such holders.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Banque Paribas), Common Stock Purchase Warrant (Banque Paribas)

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 Registration Request involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) 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 holders of a majority of the Registrable Securities requested to be included in such registrationRequisite Holders, the Company will include in such registration, to the extent of the number of Registrable Securities which the Company is so advised can be sold in such offering, Registrable Securities and requested to be included in such registration by the holder or holders of Registrable Securitiesregistration, pro rata among such the holders thereof requesting such registration on the basis of the number percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities requested be included. In connection with any registration as to which the provisions of this Section 2.1(g) apply, no securities other than Registrable Securities shall be included covered by such holdersregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Remora Royalties, Inc.), Registration Rights Agreement (Remora Royalties, Inc.)

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 section 12.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Registerable Securities requesting registration) 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 holders of a majority of the Registrable Registerable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Registerable Securities requested to be included in such registration by the holder or holders of Registrable Registerable Securities, pro rata among such the holders thereof requesting such registration on the basis of the number of such securities requested to be included by such holders. In connection with any such registration, no securities other than Registerable Securities shall be covered by such registration.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Network Plus Corp)

Priority in Requested Registrations. If a requested registration pursuant to this Section section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registrationthe Initiating Holder) that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationInitiating Holder, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offeringoffering in the case of any registration requested pursuant to section 2.1(a), first, the Registrable Securities requested to be included in such registration by the holder or holders of Registrable SecuritiesInitiating Holder and the Participating Holders, pro rata among such holders requesting such registration Holders on the basis of the number of such securities requested to be included by such holdersHolders, and second, securities of the Company proposed by the Company to be sold for its own account.

Appears in 1 contract

Samples: Registration Rights Agreement (Healthessentials Solutions Inc)

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Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and any financial advisor retained by more than 50% of the managing underwriter Registrable Securities being registered shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such the contemplated offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders; and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Orthopedics Inc)

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities Common Stock requesting registrationregistration or inclusion) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Common Stock) exceeds the number which can be sold in such offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registrationoffering, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offeringoffering (i) first, Registrable Securities Common Stock requested to be included in such registration by the holder Holder or holders Holders of Registrable SecuritiesCommon Stock, pro rata among such holders requesting such registration Holders on the basis of the number of such securities Registrable Common Stock requested to be included by such holdersHolders, and (ii) second, securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Aramark Worldwide Corp)

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registrationRequesting Holder) 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 holders Company and Holders of a majority of the Registrable Securities requested to be included in such who initiated the registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securitiesall Holders thereof, pro rata among such holders requesting such registration Holders on the basis of the number of such securities Registrable Securities requested to be included by such holdersso registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Pure Earth, Inc.)

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