Priority of Registration Rights. If the managing underwriter or underwriters of any proposed Underwritten Offering pursuant to the Shelf Registration Statement informs the Holders of Registrable Securities sought to be included in such Underwritten Offering in writing that, it or they have determined in good faith that, the total amount or kind of securities which such 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 a significant adverse effect on the market for the class of securities offered, then the securities to be included in such registration shall be allocated as follows:
(i) first, the number of Registrable Securities of such class that, in the opinion of such underwriter or underwriters can be sold without having such adverse effect shall be included therein, with such number to be allocated (A) at the written election of Investor, to Investor and its Affiliates, and otherwise (B) pro rata among the Holders which have requested participation in the Underwritten Offering (based, for each such Holder, on the percentage derived by dividing (x) the number of Registrable Securities of such class which such Holder has requested to include in such Underwritten Offering by (y) the aggregate number of Registrable Securities of such class which all such Holders have requested to include);
(ii) second, any securities that Arris HoldCo has proposed to sell shall be included therein; and
(iii) third, and only if all of the securities requested to be included pursuant to clauses (i) and (ii) above have been included, any other securities eligible for inclusion in such registration shall be included therein, with such number to be allocated pro rata among any remaining securities.
Priority of Registration Rights. (a) Notwithstanding any other provision of Section 4.1 or Section 4.2, if the Company or the managing underwriter, as the case may be, determines that marketing factors require a limitation on the number of shares of Common Stock to be sold, then the Company will be required to include in such registration only that number of shares of Common Stock which it believes or is so advised should be included in such offering. The Common Stock proposed by the Company to be sold shall have the first priority and all other shares of Common Stock, including the Shares and any other shares of Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be registered, such shares shall be included in the registration pro rata based on the total number of shares sought to be registered other than for issuance by the Company.
(b) If market conditions force the Company to limit the number of shares of Common Stock to be sold, the Company shall so advise Buyer of the number of Shares that may be included in the registration statement at the time of filing of the registration statement. If Buyer disapproves of the terms of any such registration, he may elect to withdraw therefrom by written notice to the Company and the underwriter, if any. Any portion of the Shares excluded or withdrawn from such registration shall, unless Buyer requests otherwise, be included in such registration but shall not be sold in a public distribution prior to ninety days after the effective date of the registration statement relating thereto.
Priority of Registration Rights. The Company shall not, without the prior written consent of the Investor, grant to any person registration or prospectus qualification rights or agree to register or qualify a prospectus or registration statement of any kind or nature with respect to any securities of the Company if such rights would have priority over or otherwise prejudice the registration rights granted to the Investor pursuant to this Agreement.
Priority of Registration Rights. Notwithstanding anything herein to the contrary, in the event of any conflict between the provisions of this Agreement and the provisions of any of the Prior Registration Rights Agreements, the provisions of the Prior Registration Rights Agreements shall govern.
Priority of Registration Rights. The Company shall not grant to any Person while this Registration Rights Agreement remains in effect the right to request the Company to register any securities of the Company under the Securities Act which right has priority over or is inconsistent with the rights granted to the Holders hereby.
Priority of Registration Rights. (a) If in the process of effecting a General Piggyback Registration the managing underwriters or agents advise TRC in writing that in their opinion the number of securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to holders of the Registrable Securities TRC will include in such distribution the Registrable Securities requested by all Stockholders to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other).
(b) If in the process, of effecting a Stockholder Piggyback Registration and the managing underwriters or agents advise TRC in writing that in their opinion the number of Registrable Securities requested to be included in such distribution exceeds the number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include in such distribution: (i) first, the Registrable Securities TRC proposes to sell; and (ii) second, the Registrable Securities held by all other Stockholders that have requested participation pursuant to registration rights granted to them, and requested to be included in such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to each other).
(c) If a Stockholder making the initial request for registration pursuant to a Stockholder Demand Registration is unable, as the result of cutbacks by the managing underwriters or agents of TRC for the relevant offering and the effect of the allocations under 2.4(a) above, to include in such registration more than 25% of the shares initially requested to be registered, then, for purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be deemed to have made such initial request.
Priority of Registration Rights. If the Underwriters inform the Company (an “Incidental Cutback Notice”) that, in their opinion, the total amount of Stockholder Shares to be included in the Offering exceeds the number which can be sold in the Offering without being likely to have a significant adverse effect on the price, timing or distribution of the Company Common Stock (the foregoing, an “Underwriter Cutback Condition”), then the Company shall include in such registration only the number of Stockholder Shares which, in the good faith opinion of the Underwriters can be included without having such an adverse effect, selected in the following order:
(i) first, the Stockholder Shares requested to be included by the Participating Holders pursuant to this Section 6.2 allocated pro rata based on the number of Stockholder Shares owned by such Participating Holder as a percentage of the number of Stockholder Shares held by all Participating Holders seeking to participate in such registration; and
(ii) second, securities, if any, requested to be included by the Company in such registration; provided, however, in no event shall any particular Participating Holder be permitted to include in such registration any Stockholder Shares in excess of the number of Stockholder Shares which such Participating Holder originally sought to include in such registration.
Priority of Registration Rights. Notwithstanding any provision herein to the contrary, the parties hereto agree that any registration rights granted to any holder of Common Stock, other than a Holder, shall be at all times subject and subordinate to the rights of the Holders granted herein.
Priority of Registration Rights. The Company hereby agrees that it will not enter into any agreement which would adversely affect the priority of the Holders' rights to include their Registrable Securities on a pro rata basis in a Piggyback Registration in the event of reduction of the number of its Registrable Securities includable in such Piggyback Registration pursuant to Section 2(i) hereof, and the Company represents that as of the date hereof it is not a party to any such agreement.
Priority of Registration Rights. (a) Underwriter Cutbacks in the IPO Follow-On Underwritten Offering. In connection with the IPO Follow-On Underwritten Offering, if the sole or managing underwriter of the registration advises the Company that in its opinion the number of shares of Class A Common Stock requested to be included exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, the number of shares of Class A Common Stock up to the Maximum Offering Size: (i) first, the number of shares of Class A Common Stock proposed to be registered by the Company for its own account; and (ii) second, the number of Registrable Securities requested to be included in such registration by the Stockholders (including the H&F Holders), allocated pro rata among each Stockholder on the basis of such Stockholder’s Economic Interest.
