Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock and Registrable Common Stock offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 22 contracts

Samples: Registration Rights Agreement (American Capital, LTD), Registration Rights Agreement (American Capital Mortgage Investment Corp.), Registration Rights Agreement (AG Mortgage Investment Trust, Inc.)

AutoNDA by SimpleDocs

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that offering, at a price reasonably related to fair value, the number of shares of Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; and second, Registrable Common Stock proposed Securities requested to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offeringregistration, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock and number of Registrable Common Stock offered for such registration by Securities owned among the Company and each Holder, respectively, electing to participate in such registrationStockholders.

Appears in 4 contracts

Samples: Merger Agreement (Simon Robert J), Merger Agreement (Foilmark Inc), Merger Agreement (Holopak Technologies Inc)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock Shares and Registrable Common Stock Shares offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 3 contracts

Samples: Registration Rights Agreement (Starwood Waypoint Residential Trust), Registration Rights Agreement (Starwood Waypoint Residential Trust), Registration Rights Agreement (Starwood Waypoint Residential Trust)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock Shares and Registrable Common Stock Shares offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 3 contracts

Samples: Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (Lexington Realty Trust)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that offering, at a price reasonable related to fair value, the number of shares of Company will allocate the securities to be included as follows: first, the securities the Company proposes to sell on its own behalf; and, second, Registrable Common Stock proposed Securities requested to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offeringregistration, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock and number of Registrable Common Stock offered for such registration by Securities owned, among the Company and each Holder, respectively, electing to participate in such registrationSelling Stockholders.

Appears in 2 contracts

Samples: Registration Rights Agreement (General Acceptance Corp /In/), Registration Rights Agreement (Conseco Inc)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock and Registrable Common Stock offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (American Capital Mortgage Investment Corp.), Registration Rights Agreement (Arbor Realty Trust Inc)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock Securities proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock securities and Registrable Common Stock Securities offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Stalwart Tankers Inc.)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Registerable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders the Shareholder pro rata on the basis of the Common Stock and Registrable Registerable Common Stock offered for such registration by the Company and each Holderthe Shareholder, respectively, electing to participate in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments)

AutoNDA by SimpleDocs

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders pro rata on the basis of the Common Stock Shares and Registrable Common Stock Shares offered for such registration by the Company and each Holder, respectively, electing to participate in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Vornado Realty Trust)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 that can be sold in such offering and/or that the number of shares of Registrable Registerable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company and all Holders the Shareholder pro rata on the basis of the Common Stock and Registrable Registerable Common Stock offered for such registration by the Company and each Holderthe Shareholder, respectively, electing to participate in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Newkirk Realty Trust, Inc.)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyTrust, and the managing underwriters advise the Company Trust 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 and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the CompanyTrust’s equity securities to be sold in such offering, the underwriting shall be allocated among the Company Trust and all Holders pro rata on the basis of the Common Stock Shares and Registrable Common Stock Shares offered for such registration by the Company Trust and each Holder, respectively, electing to participate in such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (United Development Funding IV)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities shares of Common Stock requested to be included in such registration exceeds the number that which can be sold in such offering and/or that in an orderly manner within a price range acceptable to the number Company and without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the shares of Registrable Common Stock proposed the Company proposes to sell, and (ii) second, other shares of Common Stock requested to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offeringregistration, the underwriting shall be allocated pro rata among the Company and all Holders pro rata holders of such shares on the basis of the Common Stock and Registrable Common Stock offered for number of shares owned by each such shareholder, including the Shares requested to be included in such registration by the Company and each Holder, respectively, electing to participate in such registrationShareholder.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Nstor Technologies Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!