Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Registrable Securities to be registered in writing that in its or their opinion the number of Registrable Securities proposed to be sold in any Registration (including, without limitation, a Piggyback Registration) and any other securities of the Company requested or proposed to be included in such Registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such Registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Registration the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced FIRSTLY, against the Xxxxxx Partnership, SECONDLY, against the other Stockholders (other than JWC and AT&T) and LASTLY, against JWC and AT&T; in each case PRO RATA based on the amount of Registrable Securities of the Stockholders in the applicable class requested to be included in such Registration), and (y) not allow any securities other than Registrable Securities to be included in such Registration unless all Registrable Securities requested to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).
Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock to be registered in writing that in its or their opinion the number of shares of Restricted Stock proposed to be sold in any registration and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Restricted Stock to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, the Company will (x) include in such registration the aggregate number of Restricted Stock to be registered for each stockholder to be reduced firstly, against the other stockholders, secondly, against Holding; (in each case pro rata based on the amount of Restricted Stock of the stockholders in the applicable class requested to be included in such registration), and (y) not allow any securities other than Restricted Stock to be included in such registration unless all Restricted Stock request to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national recognized standing (notification of which number shall be given by the Company to the holders of Restricted Stock).
Priority on Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the total number of shares or dollar amount of Registrable Securities proposed to be sold in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities, if any, may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the two Demand Registrations.
Priority on Registration. The Company shall not include in any Registration Statement any securities which are not Registrable Securities without the prior written consent of holders of a majority of the Registrable Securities that are included in such Registration Statement. If a Registration Statement is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.
Priority on Registration. If (i) a registration pursuant to Section 3(a) involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms customary and appropriate for such a transaction and (ii) the lead managing underwriter of such underwritten offering shall inform the Company by letter of its belief that the amount of Registrable Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Stockholders requesting registration pursuant to Section 3(a), then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Registrable Shares so proposed to be sold and so requested to be included by the Stockholders; provided, however, that (A) if the underwritten registration is a primary offering on behalf of the Company, any shares requested to be included in the registration statement (or registration statements) for any Person other than the Stockholders shall be eliminated first prior to any such pro rata reduction, (B) if the underwritten registration is a secondary offering pursuant to Section 2, any shares requested to be included in the registration statement (or registration statements) for any Person other than the requesting Management Stockholders or Investor Stockholders, as applicable, shall be eliminated prior to any such pro rata reduction, (C) if the underwritten registration is a secondary offering on behalf of any holder(s) of Common Stock, other than pursuant to section 2, the shares requested to be included therein by the holders requesting such registration and the Registrable Shares requested to be included by the Stockholders shall be included pro rata on the basis of the number of shares held by each such holder and (D) no such reduction shall reduce the securities being offered by the Company for its own account.
Priority on Registration. If the total number of securities, including Registrable Securities and securities offered by the Company, proposed to be included in the underwritten offering exceeds the number of securities that the underwriters reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned first to the Company, then to the parties to that certain Registration Rights Agreement dated as of April 24, 1996 and then pro rata among the Holders who are selling stockholders according to the total number of securities each selling stockholder has specified to the Company it desires to sell in the offering pursuant to Section 2. 1, or in such other proportions as shall mutually be agreed to by them). For purposes of apportionment under the preceding parenthetical, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.
Priority on Registration. In the event the underwriter(s) advise the Company that market factors (including, without limitation, the aggregate number of shares of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the type of securities to be sold or the number of securities to be underwritten, then the Company shall include in such Registration: (i) first, the type and number of securities that the Company intends to include, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; (ii) second, the number of Registrable Securities requested to be registered by the Holders, such amount to be allocated pro rata among such Holders based upon their relative proportionate total holdings of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; and (iii) third, the number of and type of security requested by other Persons to be included in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without a significant adverse effect on the pricing, timing or distribution of the securities offered, such amount to be allocated pro rata among such other Persons based upon their relative proportionate total holdings of securities of the Company.
Priority on Registration. In the event the Underwriter's Representative advises the Holders in writing that market factors (including, without limitation, the aggregate number of shares of Registrable Securities requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the type of securities to be sold or the number of securities to be underwritten, the Company may reduce the aggregate number of all the Holders' Registrable Securities to be included in the Registration. In such event, the number of Registrable Securities of each selling Holder included in the Registration shall be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities requested to be included by such selling Holders or in such other proportion as shall mutually be agreed upon. In no event shall the amount of securities of the selling Holders included in the registration be reduced below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Company's first firm commitment underwritten public offering of its equity securities registered under the Securities Act and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering.
Priority on Registration. In the event the underwriter(s) advise Borrower in writing that market factors (including, without limitation, the aggregate number of shares of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the type of securities to be sold or the number of securities to be underwritten, then the number of shares that may be included in the underwriting shall be allocated in such offering in the following order of priority: (A) if the registration is initiated by a Person other than Borrower, (i) first, the number of shares requested to be registered by such Person and Lender based upon their relative proportionate total holdings of shares requested to be included in such Registration, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; (ii) second, the number of shares that Borrower has requested to be included in such Registration Statement, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered; and (iii) third, the number of shares requested by other Persons to be included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without such adverse effect referred to above; and (B) in the case of a Registration initiated by Borrower, (i) first, 100% of the securities that Borrower proposes to sell, and (ii) second, the number of shares of securities which all other Persons, including Lender, have requested to be included in such Registration which, in the opinion of the managing underwriter or underwriters, can be sold without such adverse effect referred to above, such amount to be allocated pro rata among such Persons based upon their relative proportionate total holdings of securities of Borrower.
Priority on Registration. Notwithstanding anything to the contrary contained in this Section 1.2, if Holder is notified in writing that the underwriter has determined that marketing factors require a limitation of the number of shares to be underwritten, then the number of securities to be included in such offering shall be determined in the following order of priority: first, all of the Registrable Securities (as defined in the Investors' Rights Agreement dated as of April 18, 1997, by and among the Company and the signatories listed therein (the AInvestors' Rights Agreement@) ) held by the Investors who are parties to the Investors' Rights Agreement or any amendment thereto, other than the Common Stockholder (as hereinafter defined) or, if less than all, the available number of Registrable Securities (as defined in the Investors' Rights Agreement) apportioned pro rata among such Investors; second, all of the registrable securities owned by Holder and the Common Stockholder, respectively, or, if less than all, the available number of registrable securities apportioned pro rata between Holder and the Common Stockholder; and third, all of the registrable securities owned by other holders, or if less than all, the available number of registrable securities apportioned pro rata among such holders. As used herein a "Common Stockholder@ shall mean Xxx Xxxxxx.
