Registration Obligation. Subject to the provisions of the next sentence, the Company shall include all Registrable Shares specified in the Supplemental Registration Requests received by it in accordance with Subsection B of this Section 3. If, however, the managing underwriter of the proposed Primary Distribution or Secondary Distribution shall advise the Company in writing that, in the reasonable opinion of such managing underwriter, the inclusion in the Registration Statement of the aggregate number of shares of Common Stock requested by the Stockholders to be included in the Primary Distribution or Secondary Distribution would materially adversely affect such distribution of securities, then the Company shall so advise the Affected Stockholders and the number of such shares of Common Stock included in the Registration Statement shall be reduced to the number acceptable to such managing underwriter and such reduced number of shares shall be allocated pro rata among the Affected Stockholders based on the Registrable Shares held by each. If any Stockholder does not agree to the terms of underwriting of such Primary Distribution or Secondary Distribution, the shares of Common Stock owned by such Stockholder shall be excluded therefrom by written notice from the Company or such managing underwriter.
Appears in 2 contracts
Samples: Registration Rights Agreement (Natco Group Inc), Agreement and Plan of Merger (Natco Group Inc)
Registration Obligation. Subject to the provisions of the next sentence, the Company shall include all Registrable Shares specified in the Supplemental Registration Requests received by it in accordance with Subsection B of this Section 3. If, however, the managing underwriter of the proposed Primary Distribution or Secondary Distribution shall advise the Company in writing that, in the reasonable opinion of such managing underwriter, the inclusion in the Registration Statement of the aggregate number of shares of Common Stock requested by the Stockholders to be included in the Primary Distribution or Secondary Distribution would materially adversely affect such distribution of securities, then the Company shall so advise the Affected Stockholders and the number of such shares of Common Stock included in the Registration Statement shall be reduced to the number acceptable to such managing underwriter and such reduced number of shares shall be allocated pro rata among the Affected Stockholders based on the Registrable Shares held by eachStockholders. If any Stockholder does not agree to the terms of underwriting of such Primary Distribution or Secondary Distribution, the shares of Common Stock owned by such Stockholder shall be excluded therefrom by written notice from the Company or such managing underwriter.
Appears in 2 contracts
Samples: Registration Rights Agreement (Natco Group Inc), Registration Rights Agreement (Natco Group Inc)
Registration Obligation. Subject to the provisions of the next sentence, the Company shall include all Registrable Shares specified in the Supplemental Registration Requests received by it in accordance with Subsection subsection B of this Section 3. If, however, the managing underwriter of the proposed Primary Distribution or Secondary Distribution shall advise the Company in writing that, in the reasonable opinion of such managing underwriter, the inclusion in the Registration Statement of the aggregate number of shares of Common Stock requested by the Stockholders to be included in the Primary Distribution or Secondary Distribution would materially adversely affect such distribution of securities, then the Company shall so advise the Affected Stockholders and the number of such shares of Common Stock included in the Registration Statement shall be reduced to the number acceptable to such managing underwriter and such reduced number of shares shall be allocated pro rata among the Affected Stockholders based on the Registrable Shares held by each. If any Stockholder does not agree to the terms of underwriting of such Primary Distribution or Secondary Distribution, the shares of Common Stock owned by such Stockholder shall be excluded therefrom by written notice from the Company or such managing underwriter.
Appears in 2 contracts
Samples: Registration Rights Agreement (Natco Group Inc), Agreement and Plan of Merger (Natco Group Inc)