Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Turner Broadcasting System Inc), Registration Rights Agreement (Turner Broadcasting System Inc), Merger Agreement (Time Warner Inc)

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Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number or amount of common stock equivalents Common Stock (or the equivalent) requested to be registered by each such Holder or holder participating in such offering.

Appears in 5 contracts

Samples: Registration Rights Agreement (Code Alarm Inc), Registration Rights Agreement (Aci Capital America Fund Lp), Registration Rights Agreement (Act Capital America Fund Lp)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount number of securities requested to be included in such Piggyback Registration exceeds the amount number which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount number of securities to be offered for the account of the Holders and other holders of securities who requested to have piggyback registration rights with respect thereto securities included in such Piggyback Registration shall be reduced (to zero if necessary) pro rata on the basis of the number or amount of common stock equivalents Common Stock (or the equivalent) requested to be registered by each such Holder or holder participating in such offering.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Orphan Medical Inc), Stock Purchase Agreement (H Power Corp), Stock Purchase Agreement (H Power Corp)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock Common Stock equivalents requested to be registered by each such Holder or other holder participating in such offering.

Appears in 4 contracts

Samples: Merger Agreement (S1 Corp /De/), Merger Agreement (Fundtech LTD), Registration Rights Agreement (Tronox Inc)

Priority on Piggyback Registrations. The Company shall permit the ----------------------------------- Holders to include all such Registrable Shares on the on-the-same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering.

Appears in 4 contracts

Samples: Registration Rights Agreement (Article Vii Trust Created Under Rene Anselmo Revocable Trust), Registration Rights Agreement (General Motors Corp), Registration Rights Agreement (Panamsat Corp)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering.

Appears in 3 contracts

Samples: Registration Rights Agreement (Clear Channel Communications Inc), Registration Rights Agreement (H & F Investors Iii Inc), Registration Rights Agreement (H & F Investors Iii Inc)

Priority on Piggyback Registrations. The Company HLI shall permit the Holders to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company HLI included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents shares of Common Stock requested to be registered by each such Holder or holder participating in such offering.

Appears in 2 contracts

Samples: Master Intercompany Agreement (Hartford Life Inc), Master Intercompany Agreement (Hartford Life Inc)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents Ordinary Shares requested to be registered by each such Holder or other holder participating in such offering.

Appears in 2 contracts

Samples: Registration Rights and Lock Up Agreement (Stratasys Ltd.), Merger Agreement (Stratasys Inc)

Priority on Piggyback Registrations. The Company IBC shall permit the Holders to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company IBC included therein. Notwithstanding Notwith standing the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with 38 33 respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents shares of Common Stock requested to be registered by each such Holder or holder participating in such offering.

Appears in 1 contract

Samples: Intercompany Agreement (Infinity Broadcasting Corp /De/)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount number of securities requested to be included in such Piggyback Registration exceeds the amount number which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount number of securities to be offered for the account of the Holders and other holders of securities who requested to have piggyback registration rights with respect thereto securities included in such Registration Statement shall be reduced (to zero if necessary) pro rata on the basis of the number or amount of common stock equivalents Common Stock (or the equivalent) requested to be registered by each such Holder or holder participating in such offering.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orphan Medical Inc)

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Priority on Piggyback Registrations. The Company shall permit the Holders Stockholder to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders Stockholder in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders Stockholder and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents Registrable Shares requested to be registered by each such Holder the Stockholder or holder participating in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Home Loan Servicing Solutions, Ltd.)

Priority on Piggyback Registrations. The Company shall permit the ----------------------------------- Holders to include all such Registrable Shares on the on-the-same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise advises the Holders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Intellisys Group Inc)

Priority on Piggyback Registrations. The Company shall permit the Holders Stockholders to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company or any other Persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders Stockholders in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders Stockholders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents Registrable Securities requested to be registered by each such Holder Stockholder or other holder participating in such offering.

Appears in 1 contract

Samples: Stockholders Agreement (NewPage Holdings Inc.)

Priority on Piggyback Registrations. The Company shall permit the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that in their good faith determination the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents requested to be registered by each such Holder or holder participating in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Dvi Inc)

Priority on Piggyback Registrations. The Company shall permit ----------------------------------- the Holders to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total amount of securities Registrable Shares requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock equivalents Registrable Shares requested to be registered by each such Holder or holder participating in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Interpore International /Ca/)

Priority on Piggyback Registrations. The Company shall permit the Holders Purchaser to include all such Registrable Shares Securities on the same terms and conditions as any similar securities, if any, of the Company or any other persons included therein. Notwithstanding the foregoing, if the Company or the managing underwriter or underwriters participating in such offering advise the Holders Purchaser in writing that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders Purchaser and other holders of securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number of common stock Common Stock equivalents requested to be registered by each such Holder Purchaser or other holder participating in such offering.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (Frederick's of Hollywood Group Inc /Ny/)

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