Common use of Priority on Shelf Registration Clause in Contracts

Priority on Shelf Registration. If any of the Registrable Securities to be registered pursuant to Shelf Registration are to be sold in a firm commitment underwritten offering, and if the managing underwriters advise the Company and the holders of such Registrable Securities that in their opinion the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of Registrable Securities which can be sold in such offering, there shall be included in such firm commitment underwritten offering the amount of such Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold, and such amount shall be allocated pro rata among the holders of such Registrable Securities requested to be included in such registration on the basis of the number shares of Common Stock represented by Registrable Securities requested to be included therein by such holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Med-Design Corp), Registration Rights Agreement (Sunrise Technologies International Inc)

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Priority on Shelf Registration. If any of the Registrable Securities to be registered pursuant to the Shelf Registration are to be sold in a firm commitment underwritten offering, and if the managing underwriters advise the Company and the holders of such Registrable Securities that in their opinion the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of Registrable Securities which can be sold in such offering, there shall be included in such firm commitment underwritten offering the amount of such Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold, and such amount shall be allocated pro rata among the holders of such Registrable Securities requested to be included in such registration on the basis of the number shares of Common Stock represented by Registrable Securities requested to be included therein by such holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sunrise Technologies International Inc), Registration Rights Agreement (Sunrise Technologies International Inc)

Priority on Shelf Registration. If any of the Registrable -------------------------------- Securities to be registered pursuant to Shelf Registration are to be sold in a firm commitment underwritten offering, and if the managing underwriters advise the Company and the holders of such Registrable Securities that in their opinion the amount of Registrable Securities proposed to be sold by such holders in such offering exceeds the amount of Registrable Securities which the managing underwriters believe can be sold in such offering, there shall be included in such firm commitment underwritten offering the amount of such Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold, and such amount shall be allocated pro rata among the holders of such Registrable Securities requested to be included in such registration on the basis of the number shares of Common Stock represented by Registrable Securities requested to be included therein by such holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Penn Octane Corp)

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Priority on Shelf Registration. If any of the Registrable Securities to be registered pursuant to the Shelf Registration are to be sold sold, in whole or in part, in a firm commitment underwritten offering, and if the managing underwriters advise the Company and the holders of such Registrable Securities that in their good faith opinion the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of Registrable Securities which can be sold in such offering, there shall be included in such firm commitment underwritten offering the amount of such Registrable Securities requested to be included in such registration which in the good faith opinion of such underwriters can be sold, and such amount shall be allocated pro rata among the holders of such Registrable Securities requested to be included in such registration on the basis of the number of shares of Common Stock represented by Registrable Securities requested to be included therein by such holders.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amdl Inc)

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