Priority on Required Registrations Clause Samples
The "Priority on Required Registrations" clause establishes that obtaining necessary registrations, licenses, or permits takes precedence over other contractual obligations. In practice, this means that parties must ensure all required legal or regulatory approvals are secured before proceeding with certain activities or fulfilling other parts of the agreement. This clause helps prevent legal or regulatory violations by making compliance a primary condition, thereby reducing the risk of penalties or project delays due to missing authorizations.
Priority on Required Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities requested to be included in such Required Registration exceeds the number that can be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect), the Company will include in such Required Registration, to the extent of the number of shares of Securities that the Company is so advised can be sold in such offering:
(i) FIRST, Registrable Securities requested to be sold by the Holders pursuant to this Section , PRO RATA among the Holders requesting sale on the basis of the number of shares requested to be so registered by such Holders; and
(ii) SECOND, all other shares of Common Stock proposed to be registered by the Company and any other stockholders, in such proportions as the Company and such other stockholders shall agree.
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, the Registrable Securities that shall be included in the Required Registration shall be included in the following amounts and order of priority:
(i) first, if the Investcorp Investors did not have the right to consent to the initial Public Offering of the Company's equity securities pursuant to Section 4.3(m) below through a Special Board Approval (the "Investcorp IPO Consent Right"), then the Investcorp Investors may include in such Required Registration a number of Registrable Securities up to an aggregate value equal to the Target Amount less, as of any applicable date of determination, the aggregate amount of proceeds received by the Investcorp Investors on their shares of Preferred Stock or the shares of Common Stock issuable upon conversion of their shares of Preferred Stock, whether through dividends, repurchases or sales to third parties (including, without limitation, proceeds received from participation in a prior Required Registration or a prior Incidental Registration under this Article III) (with the number of Registrable Securities that may be included in such Required Registration determined based upon the offering price to the public of the securities in the Public Offering) (the "Investcorp Priority");
(ii) second, if the Investcorp Investors have an Investcorp Priority with respect to such Required Registration, then the Existing Investors may include in such Required Registration an aggregate number of Registrable Securities up to the aggregate number of Registrable Securities that may be included under clause (i) immediately above; and
(iii) third, (A) if the Investcorp Investors did not have an Investcorp Priority with respect to such Required Registration (and, therefore, the Existing Investors would not have had the priority under clause (ii) immediately above) or (B) the Investcorp Investors had an Investcorp Priority under clause (i) and the Existing Investors had their related priority under clause (ii), then each Stockholder (including the Investcorp Investors and the...
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the public offering contemplated by Section 3.1(b) shall advise Company in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter’s opinion, the amount of securities requested to be included in such Required Registration would adversely affect the public offering and sale (including pricing) of such Registrable Securities (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such public offering without such effect), Company will include in such Required Registration the number of Registrable Securities that the Company is so advised can be sold in such public offering, in the following amounts:
(i) first, all Registrable Securities requested to be sold by holders of Registrable Securities pursuant to Section 3.1(b) pro rata among such holders on the basis of the number of Registrable Securities owned by each such holders; and
(ii) second, securities proposed to be sold by Company for its own account.
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter’s opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such Public Offering without such effect), the Company will include in such Required Registration the number of Registrable Securities that the Company is so advised can be sold in such Public Offering, in the following amounts:
(i) first, (x) all Registrable Securities requested to be sold by the Stockholder or group of Stockholders who initiated such Demand Request pursuant to Section 3.1(a) and all Registrable Securities requested to be sold by all other holders of Registrable Securities pursuant to this Section 3.1 or Section 3.2 pro rata among such holders on the basis of the number of Registrable Securities requested to be registered by such holders; and
(iii) second, securities proposed to be sold by the Company for its own account.
Priority on Required Registrations. The Company will not include in any registration pursuant to this Section 3.1 any securities that are not Registrable Securities, without the prior written consent of Shareholder. If the managing underwriter (or, if the applicable offering is not an underwritten offering, a nationally recognized independent investment bank selected by the Company) advises the Company that in its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities requested by Shareholder to be included in such offering; (ii) second, securities the Company proposes to sell; and (iii) third, any other securities of the Company that have been requested to be so included.
Priority on Required Registrations. If the managing underwriter shall advise the Parent in writing (with a copy to each holder of Warrant Holders Registrable Securities and Trivest Registrable Securities requesting sale) that, in such underwriter’s opinion, the number of shares requested to be included in such Required Registration exceeds the number that can be sold in such offering within a price range acceptable to the Parent (such writing to state the basis of such opinion and the approximate number of shares that may be included in such offering without such effect), then the Warrant Holder Registrable Securities and the Trivest Registrable Securities to be included in such registration shall be allocated among the holders of such Warrant Holder Registrable Securities and Trivest Registrable Securities in proportion to the number of Warrant Holder Registrable Securities and Trivest Registrable Securities each such holder shall have timely requested to be included in such registration.