Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 4 contracts

Samples: Registration Rights Agreement (Globus Maritime LTD), Share and Warrant Purchase Agreement (Globus Maritime LTD), Share and Warrant Purchase Agreement (Globus Maritime LTD)

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Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of any such securities on the basis of the number of shares securities so requested to be registered included therein owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 4 contracts

Samples: Registration Agreement (Allegiance Telecom Inc), Registration Agreement (Comple Tel Europe Nv), Registration Agreement (Comple Tel Europe Nv)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 4 contracts

Samples: Registration Agreement (Vitalstream Holdings Inc), Registration Agreement (Vitalstream Holdings Inc), Registration Agreement (Vitalstream Holdings Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities the Other Securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Gevity Hr), Registration Rights Agreement (Jda Software Group Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 2 contracts

Samples: Registration Agreement (Prudential Private Equity Investors Iii Lp), Registration Agreement (Regent Assisted Living Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssue's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Omnipoint Corp \De\), Securities Purchase Agreement (East West Communications Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Common Stock, 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 which can be sold in such offering without having an adverse effect on 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 Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second the Registrable Common Stock requested to be included therein by the holders requesting such registration Holders and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Registration Rights Agreement (Euniverse Inc), Registration Rights Agreement (Sony Music Entertainment Inc)

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Common Stock, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Stock requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeholders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Samsonite Corp/Fl), Investment Agreement (Samsonite Corp/Fl)

Priority on Secondary Registrations. If a Piggyback Registration Registra tion is an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Securities, 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 which can be sold in such offering without having an adverse effect on materially and adversely affecting the marketability of such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders or as such holders may otherwise agreeholders.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Affordable Residential Communities Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Registration Rights Agreement (Diana Shipping Inc.), Registration Rights Agreement (Genco Shipping & Trading LTD)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiesregistration, and the managing underwriters advise such party and the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to such offeringparty, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to this Agreement and the 2016 Other Registration Rights AgreementAgreements which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (SCG Financial Acquisition Corp.), Common Stock Purchase Agreement (SCG Financial Acquisition Corp.)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the consent of the Required Holders to be included in such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders Holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders Holders of such securities and such Registrable Securities on the basis of the number of shares requested to be registered included therein by each such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeHolder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cazoo Group LTD), Registration Rights Agreement (Cazoo Group LTD)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssuer's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Voicestream Wireless Corp), Securities Purchase Agreement (Voicestream Wireless Holding Corp)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Stock, 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 which can be sold in such offering without having an adverse effect on 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 Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second the Registrable Common Stock requested to be included therein by the holders requesting such registration Holders and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Registration Rights Agreement (Marver James D), Registration Rights Agreement (Euniverse Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Securities, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 2 contracts

Samples: Shareholder Agreement (Apco Argentina Inc/New), Shareholder Agreement (Williams Companies Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Securities, 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 which can be sold in such offering without having an adverse effect on materially and adversely affecting the marketability of such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares such securities requested to be registered by such holders or as such holders may otherwise agreeholders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Affordable Residential Communities Inc), Registration Rights Agreement (Hilltop Holdings Inc.)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities the Other Securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Affordable Residential Communities Inc), Registration Rights Agreement (Thoma Cressey Equity Partners Inc)

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Purchase Agreement (Bankvest Capital Corp)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, securities other than a Demand Registration 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 which can reasonably be sold in such offering without having an adverse effect on such offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, second, the securities Registrable Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares which by such holders requested to be registered by included in such holdersregistration, and (ii) secondand, third, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Rights Agreement (Bone Biologics Corp)

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, holder and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Wesley Jessen Holding Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Aries Maritime Transport LTD)

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein ----- by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the total number of shares securities so requested to be registered by such holdersincluded therein, and (ii) second, other securities requested to be included ------ in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Rudolph Technologies Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities's securities (and in which the Company is not issuing any securities under such registration), 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 which can be sold in such offering without having an adverse effect on materially adversely affecting such offering, the Company shall will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all other securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by such holders or as that are subject to such holders may otherwise agreeregistration rights.

Appears in 1 contract

Samples: Warrant Agreement (Kellstrom Industries Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders (including the Holders) of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Globus Maritime LTD)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities based on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other on a pro rata basis, the Registrable Securities of each of the Centre Funds (pro rata among such funds or except as they may otherwise agree) requested to be included in such registration and any remaining securities requested to be included in such registration in accordance with the terms and conditions of this Agreement (pro rata among the holders of such securities based on the basis of the number of shares requested to be registered securities owned by such holders or as such holders may otherwise agreeeach holder thereof).

Appears in 1 contract

Samples: Registration Rights Agreement (Hyco International, Inc.)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and registration, (b) second, the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered Registrable Securities owned by each such holders, holder and (iic) secondthird, other securities requested to be included in such registration pro rata among the holders registration; provided, that, at least 15% of all securities proposed to be sold in any such securities on the basis of the number of shares Piggyback Registration shall constitute Registrable Securities requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Appears in 1 contract

Samples: Registration Rights Agreement (Potbelly Corp)

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Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on such within the price range of the offering, the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered securities owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Cornerstone Brands Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders of a majority of such offeringsecurities initially requesting such registration, the Company shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities, if any, requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder (but in no event greater than the amount requested to be registered included by such holders, holder); and (iiiii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Rights Agreement (MDCP Acquisitions I)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 's securities 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the all holders of such securities thereof on the basis of the number of shares of such securities and of Registrable Securities requested to be registered included therein by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Appears in 1 contract

Samples: Registration Agreement (Integrated Information Systems Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Common Shares, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, holders and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Omega Navigation Enterprises, Inc.)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 's securities 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration registration, (ii) second, the Shares and the securities all other shares of Common Stock held by other stockholders with similar rights who have requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of Investor and all such securities stockholders on the basis of the number of shares requested to be registered included therein by each such holdersholder, and (iiiii) secondthird, other securities requested to be included in such registration pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeincluded therein.

Appears in 1 contract

Samples: Registration Rights Agreement (Warp Technology Holdings Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities requested to be registered included by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (United Usn Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders of a majority of such offeringsecurities initially requesting such registration, the Company shall include in such registration registration: (i) first, among the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities, if any, requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder (but in no event greater than the amount requested to be registered included by such holders, holder); and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Rights Agreement (JSG Funding PLC)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securities's securities other than Registrable Common Shares, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities Registrable Common Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Golden Energy Marine Corp.)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Shares, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Shares requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.. ​

Appears in 1 contract

Samples: Registration Rights Agreement (Okeanis Eco Tankers Corp.)

Priority on Secondary Registrations. If Subject to Section 4.1(c) hereof, if a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the such holders of such securities on the basis of the number of shares requested to be registered owned by each such holders, holder and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Securityholders Agreement (Insight Communications Co Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares so requested to be registered included therein owned by each such holders, holder and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Masada Security Holdings Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, 's securities 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 which can be sold in an orderly manner in such offering without having an adverse effect on within a price range acceptable to the holders initially requesting such offeringregistration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares securities requested to be registered included by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (United Usn Inc)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the Company’s securitiessecurities other than Registrable Securities, 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 which can be sold in such offering without having an adverse effect on such offering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Ocean Rig UDW Inc.)

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s 's securities, 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 which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities holders of the Investor Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Zytec Corp /Mn/)

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of a holder holders of the Company’s securitiesIssuer's securities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on materially adversely affecting such offering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the securities (ii second, Registrable Securities and all Other Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among the holders of such securities thereof on the basis of the number of shares requested to be registered owned by such holders, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Appears in 1 contract

Samples: Securities Purchase Agreement (Omnipoint Corp \De\)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of a holder holders of the Company’s securities, Holdings's securities and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having an adverse effect on such adversely affecting the marketability of the offering, the Company shall Holdings will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the securities Registrable Securities requested to be included in such registration pursuant to the 2016 Registration Rights Agreementregistration, pro rata among such holders and the holders of such securities Registrable Securities on the basis of the number of shares requested to be registered owned by each such holdersholder, and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agreeregistration.

Appears in 1 contract

Samples: Registration Agreement (Dade Behring Inc)

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