Priority in Underwritten Offerings Sample Clauses

Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) that the Holders and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being reasonably likely to have an adverse effect on the price, timing or distribution of the Class A Common Stock offered or the market for the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock), then the Class A Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Class A Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows (in each case, with respect to such Persons that have validly requested to include shares of Class A Common Stock in such Underwritten Offering in accordance with this Agreement or otherwise pursuant to rights of registration granted by the Company):
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Priority in Underwritten Offerings. Notwithstanding anything to the contrary contained herein, no Registrable Securities to be sold for the account of any person (including the Partnership) other than the Requesting Holder(s) shall be included in a Underwritten Offering unless the Managing Underwriter or underwriters shall advise the Requesting Holder(s) in writing that the inclusion of such Registrable Securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the Managing Underwriter or underwriters shall advise the Requesting Holder(s) that, even after exclusion of all securities of other persons pursuant to the immediately preceding sentence, the amount of Demand Securities proposed to be included in such Underwritten Offering by Requesting Holders is sufficiently large to cause an Adverse Effect, the Demand Securities of the Requesting Holders to be included in such Underwritten Offering shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Demand Securities requested to be included in such registration by each such Requesting Holder.
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Priority in Underwritten Offerings. If the ---------------------------------- Company at any time proposes to register shares of Common Stock as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Holder or as provided in this Section 8.1, use its best efforts to arrange for such underwriters to include all the Warrant Shares to be offered and sold by such Holder among the shares of Common Stock to be distributed by such underwriters, provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to each holder of Warrant Shares requesting such registration) that, in its reasonable and good faith judgment the number of Warrant Shares requested to be included in such Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the number of shares it is advisable to offer to sell at such time (the "Sales Limit"), then the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, the securities that the Company proposes to issue and sell for its own account and such number of shares of Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Registration may withdraw its request to have its securities so included by notice to the Company within five (5) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Warrant Shares. Except as set forth in this Section 8.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than custom...
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Priority in Underwritten Offerings. (A) If 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) Business Days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities, if any, requested to be included in such Underwritten Registration exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Holders of a majority of the Registrable Securities to be included in such Registration Statement (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the amount of Registrable Securities included in such Underwritten Registration shall be reduced in order as follows: (1) the Company shall reduce the number of Registrable Securities to be included by all other Holders (other than a Lead Purchaser or any of its Affiliates) on a pro rata basis based on the total number of Registrable Securities held by such Holders and (2) the Company shall reduce the number of Registrable Securities to be included by all Lead Purchasers and their respective Affiliates on a pro rata basis based on the total number of Registrable Securities held by such Lead Purchaser and their respective Affiliates.
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Priority in Underwritten Offerings. If the managing underwriter of an offering pursuant to this Section 2.2 shall advise the Holder and General Motors in writing that, in its opinion, the number of securities requested to be included in such offering (including securities to be sold by General Motors or by other Persons not holding Registrable Securities) exceeds the number which can be sold in such offering within an acceptable price range, there shall be included in such offering, to the extent of the number of securities which General Motors is so advised can be sold in such offering, (i) first, securities of General Motors that General Motors proposes to sell (provided that General Motors has notified the Holder that it intends to include its securities in such offering within 30 days after receipt of the Underwriting Notice), (ii) second, Registrable Securities requested to be included in such offering and (iii) third, securities of General Motors held by other Persons having registration rights proposed to be included in such offering by the holders thereof (provided that the inclusion of any such securities held by Persons having registration rights will not cause any delay as a result of any requirement to update, amend or supplement the Shelf Registration Statement or form of prospectus then forming a part thereof). If any such underwritten offering includes securities to be sold by General Motors but does not include all of the Registrable Securities sought to be offered by the Holder pursuant to its Underwriting Notice, such registration shall be ignored for purposes of applying clause (A) of Section 2.2(a) hereto.
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Priority in Underwritten Offerings. If the managing underwriter advises Northwest in writing that, in its opinion, the number of securities requested to be included in an Underwritten Offering (including securities of Northwest which are not Registrable Securities) exceeds the largest number of securities which can be sold in such Underwritten Offering, Northwest will include in such Underwritten Offering only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in an Underwritten Offering exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such Underwritten Offering shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such Underwritten Offering is less than the number which, in the opinion of the managing underwriter, can be sold, Northwest may include in such registration the securities Northwest proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.
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Priority in Underwritten Offerings. In connection with an Underwritten Offering, if the Managing Underwriter of any such Underwritten Offering advises the Company and the Holder in writing, that the total amount of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) that the Holder and any other Persons (including the Company) intend to include in such Underwritten Offering (and any related registration, if applicable) exceeds the number that can be included in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock), then the Common Stock to be included in such Underwritten Offering (in each case subject to the other terms and provisions of this Agreement) shall include the number of shares of Common Stock that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated as follows:
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Priority in Underwritten Offerings. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering for the Holders pursuant to Section 2.03(a) advise the Partnership that the total amount of Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Partnership shall include the number of Common Units that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (subject to the terms of the Partnership Agreement) (i) first, pro rata among the Holders (based, for each such Holder, on the percentage derived by dividing (x) the number of Common Units held by such Holder by (y) the aggregate number of Common Units held by all such Holders) and (ii) second, to the Common Units requested to be included therein by any other holders who are exercising piggyback registration rights pursuant to Section 7.12 of the Partnership Agreement related to such offering.
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Related to Priority in Underwritten Offerings

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Reduction of Underwritten Offering If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

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