Priority of Registration. If the managing underwriter or managing underwriters of such Piggyback Offering (as selected pursuant to Section 2(c)(iv)) advise the Company and the Piggyback Eligible Holders that, in their reasonable view the amount of securities requested to be included in such registration (including Registrable Securities requested by the Piggyback Eligible Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size (which, for the purposes of a Piggyback Registration relating to a primary offering of the Company’s Capital Stock, shall be within a price range acceptable to the Company), then the Company shall so advise all Piggyback Eligible Holders with Registrable Securities proposed to be included in such Piggyback Registration, and shall include in such offering the number which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (x) if the Piggyback Registration includes a primary offering of the Company’s Capital Stock, such securities that the Company proposes to sell up to the Maximum Offering Size, or (y) if the Piggyback Registration is an offering at the demand of the holders of Other Registrable Securities, the securities that such holders propose to sell and thereafter any securities proposed to be offered by the Company, in each case up to the Maximum Offering Size, and (B) second, the Company Ordinary Shares constituting Registrable Securities or Other Registrable Securities requested to be included in such Piggyback Registration by each Piggyback Eligible Holder and any holder of Other Registrable Securities with rights to participate in such offering, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata on the basis of the amount of Company Ordinary Shares or other Capital Stock constituting Registrable Securities and Other Registrable Securities requested in aggregate to be included therein. For purposes of Section 2(c)(ii)(B), the pro rata portion of Registrable Securities of each participating Holder shall be the product of (i) the total number of Registrable Securities which the managing underwriter agrees to include in the Public Offering and (ii) the ratio which such participating Holder’s total Registrable Securities bears to the total number of Registrable Securities of all participating Holders to be included in such Registration Sta...
Priority of Registration. Notwithstanding any other provision of this Section 2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Underwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (I) first, the Registrable Securities requested to be included in such Underwritten Demand by the Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder, (II) second, any securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.
Priority of Registration. If the Managing Underwriter(s) of any proposed Underwritten Offering advises the Company that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter(s) advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company unless a Holder initiates the Underwritten Offering, in which case it shall be to the Holders who initiated the Underwritten Offering and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing Underwriter(s), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders (or the Company if a Holder initiates the Underwritten Offering) that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner).
Priority of Registration. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Units that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, (A) to the Partnership, if the Partnership initiates the Underwritten Offering, or (B) to the Holder(s) or Other Holder(s) initiating the Underwritten Offering if such Holders or Other Holders initiate the Underwritten Offer, on a pro rata basis based on the number of Common Units requested by such Holders or Other Holders, as the case may be, to be included in the Underwritten Offering, (ii) second, to the Holder(s) or Other Holders(s) (other than any Holder(s) or Other Holder(s) initiating the Underwritten Offering, if applicable), on a pro rata basis based on the total number of Common Units requested by such Holder(s) and Other Holder(s) to be included in the Underwritten Offering; provided, that in the case of an underwritten offering of Common Units effected pursuant to the Noteholder Registration Statement, the Other Holder(s) seeking to include Common Units in such offering pursuant to Section 3(d) or Section 4(d) of the Noteholder Registration Statement shall be deemed to be Other Holder(s) initiating such offering, (iii) third, to the Partnership, if the Partnership is seeking to include Common Units in the Underwritten Offering and (iv) fourth, to any Person other than a Holder, an Other Holder or the Partnership.
Priority of Registration. If the Managing Underwriter(s) of any proposed Underwritten Offering advises the Company in writing that in its reasonable view the total amount of Registrable Securities that the Holder and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the total number of shares of Common Stock to be included in such Underwritten Offering shall be reduced to such number of shares of Common Stock that such Managing Underwriter(s) advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company, unless the Holder initiates the Underwritten Offering, in which case it shall be first allocated to the Holder, and (ii) second, to the Holder (or to the Company, if the Holder initiates the Underwritten Offering).
Priority of Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units advises the Company in writing that the total amount of Common Units which Montierra and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or underwriters advises the Company can be sold without having such adverse effect, with such number to be first, allocated to the Company and the Person demanding such Underwritten Offering; if there remains availability for additional Common Units to be included in such Piggyback Registration, second, pro rata between the March Investors and the PIPE Investors, and, third, pro rata among all others, including Montierra.
Priority of Registration. If any Holder has exercised his right to request a Piggyback Registration and thereafter the Company determines that, or in the case of an underwritten registration, the managing underwriters advise the Company in writing that in their opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, then Company will include in such registration: (i) first, all the securities the Company proposes to sell; (ii) second, all the Senior Securities requested to be included in such registration by any Senior Holders, pro rata among such Senior Holders on the basis of the number of securities requested for inclusion in such registration by each such holder; (iii) third, the Registrable Securities and any Pari Passu Securities requested to be included in such registration, pro rata among the Holders and the Pari Passu Holders requesting such registration on the basis of the number of shares of Registrable Securities and Pari Passu Securities requested for inclusion in such registration by each such holder; and (iv) any other securities requested to be included in such registration, pro rata among the holders of such other securities on the basis of the number of securities requested for inclusion in such registration by each such holder.
Priority of Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Abraxas Common Stock determines that the total amount of Abraxas Common Stock which the Selling Limited Partner and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Abraxas Common Stock offered or the market for the Abraxas Common Stock, then the Abraxas Common Stock to be included in such Underwritten Offering shall include the number of Merger Shares that such managing underwriter or underwriters advises Abraxas can be sold without having such adverse effect, with such number to be first allocated to Abraxas and second, if there remains availability for additional Abraxas Common Stock to be included in such Underwritten Offering, pro rata among the Selling Limited Partners and third, if there remains availability for additional Abraxas Common Stock to be included in such Underwritten Offering, pro rata among other holders of securities of Abraxas who have requested participation in the Underwritten Offering.
Priority of Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units advises the Company in writing that the total amount of Common Units which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or underwriters advises the Company can be sold without having such adverse effect, with such number to be first allocated to the Company; second, if there remains availability for additional Common Units to be included in such Piggyback Registration, pro rata among the Selling Holders and the Other Holders who have requested participation in the Piggyback Registration to the exclusion of other Persons; and third, if there remains availability for additional Common Units to be included in such Piggyback Registration, pro rata among any other Persons who have been granted registration rights or are granted registration rights on or after the date of this Agreement who have requested participation in the Piggyback Registration.
Priority of Registration. If the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to a Demand Registration Statement hereunder that the amount to be sold is greater than the amount which can be offered without materially adversely affecting the Company’s offering, the Company may reduce the amount offered (including for such holders of Registrable Shares) pursuant to the Underwriter Cutbacks to a number deemed satisfactory by such managing underwriter (subject to any existing contractual obligations in place prior to this Agreement). If, as a result of the exclusion provisions set forth above, any Participating Holder shall only be permitted to include 75% or fewer of the Registrable Shares in such public offering that such Permitted Holder has requested to be included, such Permitted Holder may elect to withdraw such Demand Registration Statement before the effective date of such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.04.
