Priority on Company Registrations. If a Piggy-back Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, provided, that if the managing underwriters in good faith determine that a lower number of Registrable Securities should be included, then the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the holders of Registrable Securities who have requested registration shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities on a Diluted Basis, and (iii) third, if all Registrable Securities requested to be included in such registration are included in the registration, other securities requested to be included in such registration.
Priority on Company Registrations. Notwithstanding any other provision of this Section 2.2, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of Registrable Securities to be underwritten, the representative may (subject to the limitations set forth below) exclude the Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting, to the extent so advised by the underwriters; provided that (i) first, the securities the Company proposes to sell shall be included, (ii) second, the Priority Registrable Securities, if any, requested to be included in the registration shall be included, (iii) third, the Secondary Registrable Securities, if any, requested to be included in the registration shall be included, pro rata among the Holders of such Secondary Registrable Securities on the basis of the number of Secondary Registrable Securities each such Holder requested to be included in the registration, and (iv) fourth, Other Securities shall be included, pro rata among the holders of such Other Securities on the basis of the number of Other Securities each such holder requested to be included.
Priority on Company Registrations. If a Piggyback Registration is not a Demand Registration: (a) first, the securities the Company proposes to sell, (b) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders requesting registration pursuant to Section 3(a) on the basis of the percentage of Company Securities (on an as-converted basis) requested to be included in such Registration Statement by such Holders, and (c) third, other securities requested to be included in such registration; and
Priority on Company Registrations. If a registration subject to Section 6(a) relates to an underwritten public offering of equity securities by holders of the Company's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Holders initially requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Company if the Company has initiated the registration; (ii) second, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata among the Holders thereof on the basis of the number of shares of Registrable Securities held by such Holders; and (iii) third, among persons not contractually entitled to registration rights under this Agreement; provided, however, that in no event shall the amount of securities of the Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the securities included in such offering unless such offering is the Company's initial public offering, in which case all securities of the Holders may be excluded (so long as no securities are included in such offering other than shares offered by the Company).
Priority on Company Registrations. Notwithstanding any other provision of this Section 2.2, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude the Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting as set forth below:
Priority on Company Registrations. If a Piggy-back Registration is an underwritten offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such Piggy-back Registration exceeds the largest number of securities which can be sold without having a significant adverse effect on such offering, including the price at which such securities can be sold and the timing and distribution of such securities offered, the Company will include in such offering and registration the number of Registrable Securities which can be so sold in such offering in the following order of priority, up to the maximum amount of Registrable Securities to be offered:
Priority on Company Registrations. If a Piggy-back Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the largest number of securities which can be sold without having a material adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included therein by the holders of the Company’s securities (other than the Holders) and (iii) third, the Registrable Securities requested to be included in such registration. If a reduction in the number of Registrable Securities is required pursuant to the preceding sentence, the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the Holders who have requested registration shall participate in the underwriting pro rata based upon the number of Registrable Securities requested to be registered by the Holders.
Priority on Company Registrations. If a Piggyback Registration is an underwritten primary Company Registration, and the managing underwriters advise the Company in writing that in their opinion the aggregate of the number of securities proposed to be sold by the Company and the number of Registrable Securities and other securities held by persons with piggyback registration rights requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration the following securities in the following order of priority: (i) first, all of the securities the Company proposes to sell and (ii) second, the Registrable Securities and all other securities held by persons with piggyback registration rights requested to be included in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares of Registrable Securities or other securities owned by each such holder. Notwithstanding the foregoing or any other provision contained herein, the Company shall have the right, at any time prior to the effective date thereof, to postpone, withdraw or abandon any Company Registration without any obligation to any holder of Registrable Securities.
Priority on Company Registrations. If a Piggyback Registration is an underwritten primary Company Registration, and the managing underwriters advise the Company in writing that in their opinion the aggregate of the number of securities proposed to be sold by the Company and the number of Registrable Securities and other securities held by persons with piggyback registration rights requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration the following securities in the following order of priority: (i) first, all of the securities the Company proposes to sell and (ii) second, the Registrable Securities and all other securities held by persons with piggyback registration rights requested to be included in such registration, pro rata among the holders of such Registrable Securities and other securities on the basis of the number of shares of Registrable Securities or other securities owned by each such holder. Notwithstanding the foregoing or any other provision contained herein, the Company shall have the right, at any time prior to the effective date thereof, to postpone, withdraw or abandon any Company Registration without any obligation to any holder of Registrable Securities. The Company covenants and agrees that, so long as any Registrable Securities are subject to this Agreement, it shall not grant registration rights to any person or entity that are superior to the rights of the Holder hereunder, it being understood that this shall not preclude the Company from granting registration rights to any person or entity that are pari passu with the rights granted to the Holder hereunder.
Priority on Company Registrations. If a Piggyback Registration is not a Demand Registration by the Requisite Holders and is a Company registration: (1) if such registration is the Company’s IPO, (A) first, the securities the Company proposes to sell, (B) second, pro rata among the selling Holders participating in such Piggyback Registration pursuant to Section 3(a) (which, for the avoidance of doubt, shall include any SHC Qualified Holders, any Spectrum Qualified Holders and any GrubHub Qualified Holders who have requested to include Registrable Securities in such Registration Statement pursuant to this Section 3) and other holders of Company Securities entitled and electing to include securities in such Registration Statement pursuant to registration rights that entitle such holders to participate on the same basis as such selling Holders, on the basis of the percentage of Company Securities (on an as-converted basis) requested to be included in such Registration Statement by all such holders in this clause (B), and (C) third, other securities requested to be included in such registration (for the avoidance of doubt, if such registration is the Company’s IPO and the managing underwriter(s) of the IPO inform the Company that sales of Company Securities by the participating Holders would, in its (their) view, adversely affect the success of such underwritten offering, then the participating Holders can be cut back so that no shares are sold by any participating Holder in the IPO); and (2) in any other case, (A) first, the securities the Company proposes to sell, (B) second, pro rata among the selling Holders participating in such Piggyback Registration pursuant to Section 3(a) (which, for the avoidance of doubt, shall include any SHC Qualified Holders, any Spectrum Qualified Holders and any GrubHub Qualified Holders who have requested to include Registrable Securities in such Registration Statement pursuant to this Section 3), on the basis of the relative number of Registrable Securities (on an as-converted basis) so requested to be included in such Piggyback Registration by each Holder, (C) third, other holders of Company Securities entitled and electing to include securities in such Registration Statement pursuant to registration rights that entitle such holders to participate on the same basis as such selling Holders, on the basis of the percentage of Company Securities (on an as-converted basis) requested to be included in such Registration Statement by all such holders in this clause (C...
