Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.
Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as follows: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder and (iii) then third, the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder.
Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Shelf Takedown exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), the Company shall include in such offering: (i) first. all Registerable Securities requested to be included by the Xxxxx Holders and each Management Member, on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each, (ii) second. all Registerable Securities requested to be included by all Holders other than the Xxxxx Holders or the Management Members on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such registration by each such Holder and (iii) third, up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any (notwithstanding the provisions contained in Section 8(a) of the Management Stockholders Agreement}.
Priority on Underwritten Shelf Takedowns. If the managing underwriters for such Underwritten Shelf Takedown advise the Company, in writing, that, in their opinion, the inclusion of all or a portion of Registrable Securities requested to be included in such Underwritten Shelf Takedown creates a substantial risk that the Underwritten Shelf Takedown price will be reduced, the Company shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown pursuant to Section 3.2, which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and second, any other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder.
Priority on Underwritten Shelf Takedowns. If, in conjunction with a Shelf Takedown conducted as an Underwritten Offering, the managing underwriters advise the Company that, in their opinion, the number of Registerable Securities proposed to be included in an Underwritten Offering in connection with such Shelf Takedown exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Shares proposed to be sold in such offering) (the “Shelf Registration Maximum Number of Shares”), the Company shall include in such offering: (i) first, all Registerable Securities requested to be included by all Holders on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder without exceeding the Shelf Registration Maximum Number of Shares and (ii) second, to the extent that the Shelf Registration Maximum Number of Shares has not been reached under the foregoing clause (i), up to the number of Registerable Securities to be issued and sold by the Company in such offering, if any, without exceeding the Shelf Registration Maximum Number of Shares.
