Priority on Piggyback Registration. Holdings shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any other Common Stock to be offered pursuant to such registration statement by Holdings or any other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to Holdings that either because of (i) the kind or combination of securities which the holders of Registrable Securities, Holdings and any other Persons intend to include in such offering or (ii) the size of the offering which such holders, Holdings and such other Persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if securities are being offered for the account of other Persons as well as Holdings, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.
Priority on Piggyback Registration. The Company shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) (“Piggyback Securities”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated (i) if such registration statement is not pursuant to a Demand Request then first to the Company, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the Holders of Piggyback Securities on the basis of the number of Registrable Securities then held by each such Holder or (ii) if such registration statement is pursuant to a Demand Request, then as provided in Section 2(d).
Priority on Piggyback Registration. Notwithstanding any other provision of this Section 16.10, if the managing underwriter of a Piggyback Registration that is an underwritten distribution advises E-Pub and the Holders participating in such Piggyback Registration in writing that, in its good faith judgment, the number of shares of Registrable Securities requested to be registered exceeds the number of shares of Registrable Securities which can be sold in such offering without adversely affecting the marketability of the offering, then (a) the number of shares of Registrable Securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering, and (b) such reduced number of shares shall be allocated among all participating Holders in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, in all events, the shares to be issued by E-Pub shall have priority over the shares of Registrable Securities requested to be registered.
Priority on Piggyback Registration. If in respect of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities to be included in such registration exceeds the number which can be sold in such offering, the priority of registration will be as follows: (i) first, the shares sought by the Company to be registered shall be included in such registration; and (ii) second, if all such shares are so included, all Registrable Securities requested by the Piggyback Holders to be included in such registration shall be so included along with other registrable securities of other holders exercising or otherwise given piggyback registration rights, pro rata on the basis of the number of shares requested to be included in each registration by such holders.
Priority on Piggyback Registration. In the event that any Piggyback Registration is an underwritten public offering, the number of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the Holders of Registrable Securities who have requested registration of Registrable Securities based upon the number of Registrable Securities requested to be registered by such Holders) if and to the extent that the managing underwriter shall advise the Company that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any person ("Other Security Holder") other than the Company or Holders of Registrable Securities, such shares of the Other Security Holder will be reduced to zero before any reduction shall be made in the number of Registrable Securities to be included in such registration by all Holders of Registrable Securities.
Priority on Piggyback Registration. (a) The number of Registrable Shares to be included in a Piggyback Registration may be reduced if and to the extent that the underwriter of securities included in the registration statement shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein; provided, however, that the percentage of the reduction of such Registrable Securities shall be no greater than the percentage reduction of securities of other selling stockholders, as such percentage reductions are determined in the good faith judgment of the Company.
(b) In a Piggyback Registration in which the Company participates, such registration statement will include, first, the securities proposed by the Company to be sold for its own account and, second, the Registrable Securities subject to any reduction pursuant to Section 3.3(a) hereof.
Priority on Piggyback Registration. If a Piggyback Registration is effected in an underwritten offering of Nexus’ Securities (“Nexus’ Securities”) and the managing underwriters advise Nexus in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters’ ability to effect an orderly distribution of such securities, Nexus will include in such registration: (i) Nexus’ Securities; (ii) the Registrable Securities and the AMS Registrable Securities (allocated among the holders of Registrable Securities and AMS pro rata to their respective number of Registrable Securities or AMS Registrable Securities, as applicable, required by the holders of Registrable Securities or AMS to be included in the registration); and (iii) the unregistered securities held by other shareholders of Nexus (“Unregistered Securities”) requested to be included that, in the opinion of such underwriters, can be sold pro rata, among the holders of such securities on the basis of the number of Unregistered Securities then owned by each such holder. In any event that under subsection 5.7 (ii) hereto, due to the registration of the AMS Registrable Securities, not all of the Registrable Securities are registered Nexus shall be obligated to file a registration statement on Form F-3 registering the remaining Registrable Securities, with priority upon any other shares that may be registered under the same registration statement, within three (3) months from the date of such Piggyback Registration.
Priority on Piggyback Registration. (a) The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to include Registrable Securities on the same terms and conditions as other shares of Common Stock, if any, included therein.
(b) Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a statement in writing to the Company to the effect that the total amount of securities proposed to be included in such offering is such as to adversely affect the success of such offering, the number of Registrable Securities included in such offering shall be reduced, to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and any securities to be excluded shall come (i) first, pro rata, on the basis of the number of shares proposed to be EXHIBIT 12, P. 6 OF 14 AGREEMENT FOR WHOLESALE TELEPHONE EXCHANGE SERVICES, Z-NODE SERVICES, ANCILLARY SERVICES AND TECHNOLOGY LICENSE registered, from the Registrable Securities proposed to be registered and from securities proposed by other participating selling shareholders, if any, who are to offer shares on a "piggyback" basis in such offering, and (ii) after all such securities are excluded, from the shares to be offered by the Company and any shareholder or shareholders on whose behalf the secondary registration was initiated, in accordance with the agreement of such parties.
Priority on Piggyback Registration. AAPC shall use its reasonable efforts to cause the managing underwriter of a proposed underwritten offering to permit Holders of Transfer Restricted Securities requested to be included in the registration for such offering to include such Transfer Restricted Securities in such offering on the same terms and conditions as any other securities included therein. Notwithstanding the foregoing, if the managing underwriter of such offering advises that the number of securities such Holders, AAPC and any other persons or entities having registration rights intend to include in such offering would have a material adverse impact on the offering, then the amount of Transfer Restricted Securities and Other Shares to be offered for the account of Holders of Transfer Restricted Securities and sought to be registered by Other Shareholders shall be reduced pro rata to the extent necessary (subject to the rights of the Thermetic Holders and AAP Holdings, Inc.) to reduce the aggregate amount of Transfer Restricted Securities to the aggregate number recommended by the managing underwriter.
Priority on Piggyback Registration. The Company shall request that the managing underwriter of a proposed underwritten offering permit Holders of Transfer Restricted Securities requested to be included in the registration for such offering (in accordance with Section 3(a) above) to include all such Transfer Restricted Securities in such offering on the same terms and conditions as any other securities included therein. Notwithstanding the foregoing, if the managing underwriter of such offering advises that the number of securities such Holders, the Company and any other persons or entities having registration rights (regardless of whether such registration rights were granted prior or subsequent to the date of this Agreement) intend to include in such offering would, in such managing underwriter's judgment, have a material adverse impact on the offering, then the amount of Transfer Restricted Securities to be offered for the account of Holders of Transfer Restricted Securities, along with the securities of any other persons or entities having registration rights (regardless of whether such registration rights were granted prior or subsequent to the date of this Agreement), but excluding securities that the Company intends to include in such offering, shall be reduced pro rata to the extent
