Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to Parent, (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.
Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, 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 a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energy, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.
Priority of Rights. In the event of any conflict between any provisions set forth in this Agreement and the Mortgage, the provisions set forth in this Agreement shall control.
Priority of Rights. If the Managing Underwriter or Underwriters of ------------------ any proposed Underwritten Offering of Common Stock included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Common Stock that the Selling 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 a material adverse effect 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 Registrable Securities that such Managing Underwriter or Underwriters advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company, (ii) second, pro rata among the Selling Holders based, for each Selling Holder, on the fraction derived by dividing (x) the number of Common Stock proposed to be sold by such Selling Holder in such Underwritten Offering by (y) the aggregate number of Common Stock proposed to be sold by all Selling Holders in such Underwritten Offering.
Priority of Rights. Each of the Beneficiaries hereby agrees that all of the rights of the TWE Debt Guarantors referred to in this Agreement shall have priority over any right of such Beneficiary, whether direct or indirect, by contribution, subrogation, reimbursement, indemnification or otherwise, to demand any payment, contribution or reimbursement whatsoever from the other Beneficiary until such time as any and all TWE Debt Guarantor Payments have been repaid to the respective TWE Debt Guarantors in full and the TWE Debt Guarantors have no further obligations under their respective TWE Debt Guarantees, and until such time such Beneficiary shall not be entitled to exercise any such rights against any other party to this Agreement.
Priority of Rights. The rights granted to the Holders under this Agreement shall be senior to and take priority over any other registration rights granted by WellPoint Delaware. WellPoint Delaware agrees that it shall not grant any registration rights to any third party unless such rights are expressly made subject to the rights of the Holders in a manner consistent with this Agreement. WellPoint Delaware also agrees that it shall not grant any Holder any registration rights which are senior or take priority over the registration rights granted to all Holders under this Agreement.
Priority of Rights. The Purchasers agree that the rights granted hereunder are expressly made subject to the rights of the "Holders" under the Registration Rights Agreement dated as of May 30, 2001 between the Company and Berkshire Hathaway Inc. in a manner consistent with such agreement.
Priority of Rights. (a) The Members shall each have the first right on behalf of the Company to purchase all (but not less than all) of the Offered Interest at the same purchase price and upon the same terms and conditions as are set forth in the Offer by the proposed purchaser, by providing the Selling Member with a written notice to such effect within 20 days of receipt of the Transfer Notice (“Response Notice”). If the Members shall elect not to purchase the Offered Interest on behalf of the Company, then, the Manager shall have the right, to purchase all (but not less than all) of the Offered Interest at the same purchase price and upon the same terms and conditions as are set forth in the Offer by the proposed purchaser, by providing the Selling Member with a written notice to such effect within 20 days of receipt of the Transfer Notice (“Manager Response Notice”). If the Manager shall elect not to purchase the Offered Interest, then the Manager shall notice the Remaining Members (the “Second Transfer Notice”), who shall have the right, on a pro rata basis relative to their respective Membership Interests, to purchase all (but not less than all) of the Offered Interest at the same purchase price and upon the same terms and conditions as are set forth in the Offer by the proposed purchaser, by providing the Selling Member and the Manager with a written notice to such effect within 20 days of receipt of the Second Transfer Notice (also a “Response Notice”).
Priority of Rights. 5 3.3 Duty to TWE Debt Guarantors............................... 6 3.4 Authorization of TWE Debt Guarantor Payment............... 6 3.5
Priority of Rights. The Company agrees that it shall not grant any registration rights to any third party unless such rights are expressly made subject to the rights of the Holders in a manner consistent with this Agreement. The Company also agrees that it shall not grant any Holder any registration rights which are senior to or take priority over the registration rights granted to all Holders under this Agreement
