Registration Priority Sample Clauses

Registration Priority. Notwithstanding any other provision of this Section 5, if the underwriter advises the Company in writing that in its good faith judgment the number of shares requested to be registered exceeds the number of shares which can be sold in such offering: (a) the number of shares so requested to be included in the offering will be reduced to that number of shares which in the good faith judgment of the underwriter can be sold in such offering and (b) such reduced number of shares will be allocated first to the securities CGPI proposes to sell; second to those CGPI stockholders having registration rights pursuant to the terms of that certain Registration Rights Agreement dated September 29, 1995 and that certain Stockholders and Registration Rights Agreement dated March 19, 1999 in accordance with the terms of each such agreement; third, to those CGPI stockholders having registration rights pursuant to the terms of those certain Registration Rights Agreements dated March 12, 2001 in accordance with the terms of each such agreement; and fourth, to Atrix, with respect to the Shares.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Registration Priority. (i) The Issuer shall include in any Registration Statement, including but not limited to any Piggyback Registration, before including any shares of Issuer Ordinary Shares or other equity securities proposed to be sold by the Issuer or by other holders of Issuer stock or other equity securities, the Registrable Equity Support Shares held by each Subscriber (if any) that such Subscriber has requested be included in such Registration Statement. Notwithstanding anything to the contrary in this Equity Support Agreement, (A) the Issuer hereby agrees and covenants that it will not grant, or enter into an agreement or arrangement pursuant to which the Issuer agrees to grant, rights to register any Issuer Ordinary Shares (or securities convertible into or exchangeable for Issuer Ordinary Shares) pursuant to the Securities Act in a manner that has the purpose or effect of circumventing, or on terms that contradict, the priority right of each Subscriber set forth in this Section 7(d)(i), and (B) the Issuer represents and warrants that, to the knowledge of the Issuer, SPAC has not granted, or agreed to grant, any registration rights that will survive the Transaction Closing.
Sample 1Sample 2Sample 3
Registration Priority. To the extent it is not in the Company's best interest for all of the Registrable Securities to participate in any Demand or Piggyback Registration, then the number of Registrable Securities that may be included in such registration such be allocated as follows: (i) first, Preferred Registrable Securities held by the former holders of Preferred D Shares as a result of their former Preferred D Shareholdings and the Lender Registrable Securities (together, the “First Priority Registrable Securities”), pro-rata to the number of First Priority Registrable Securities owned by each selling holder, before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred C Shares, Preferred A Shares or Preferred B Shares may be registered and sold; (ii) second, Preferred Registrable Securities held by the former holders of Preferred C Shares as a result of their former Preferred C Shareholdings, pro-rata to the number of such Registrable Securities owned by each selling holder, before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred A Shares or Preferred B Shares may be registered and sold; (iii) third, Preferred Registrable Securities held by the former holders of Preferred A Shares as a result of their former Preferred A Shareholdings, pro-rata to the number of such Registrable Securities owned by each selling holder, before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred B Shares may be registered and sold; and (iv) fourth, Preferred Registrable Securities held by the former holders of Preferred B Securities as a result of their former Preferred B Shareholdings, pro-rata to the number of such Registrable Securities owned by each selling holder, before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares.
Sample 1Sample 2
Registration Priority. The Company covenants and agrees that, prior to the one year anniversary of the First Closing Date, it shall not: (a) file a registration statement under the Securities Act relating to the sale of any securities of the Company; or (b) undertake any offering pursuant to any registration statement under the Securities Act, in each case other than any offering of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, duly approved by the Company’s stockholders and described in the Public Filings.
Sample 1
Registration Priority. The Owner will cause this Agreement to be registered as a covenant under section 219 of the Land Title Act against title to the Lands in priority to all charges and encumbrances registered or pending registration against title to the Lands save and except those in favour of the City or specifically approved in advance in writing by the City, and will cause a notice of this Agreement under section 483(5) of the Local Government Act to be filed in the Land Title Office and shown as a legal notation on title to the Lands.
Sample 1
Registration Priority. The Company covenants and agrees that, prior to the earlier of the Expiration Date (as defined below) and the Registration Release Date (as defined below), it shall not: (i) file a registration statement under the Securities Act relating to the sale of any securities of the Company, or (ii) undertake any offering pursuant to any registration statement under the Securities Act, other than any offering of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, duly approved by the Company’s stockholders and described in the Public Filings. As used herein, “Expiration Date” shall mean the later of (i) the date that is six months after the AGENDA Results Date (as defined below), and (ii) September 30, 2011. As used herein, “AGENDA Results Date” shall mean the date of the Company’s public release of final top-line survival results from the Company’s Phase 3 trial of Genasense® plus chemotherapy in advanced melanoma, known as AGENDA. As used herein, “Registration Release Date” shall mean the 11th full Trading Day following the AGENDA Results Date, but only if for each of the 10 consecutive Trading Days (each such Trading Day a “Test Date”) commencing on and including the first full Trading Day following the AGENDA Results Date and ending on and including the tenth full Trading Day following the AGENDA Results Date: (A) the Daily Closing Price (as defined in the B Notes) is greater than the Conversion Price (as defined in the B Notes) on such Test Date by an amount equal to or greater than 300% of the Conversion Price on such Test Date, (B) the Equity Conditions (as defined in the B Notes) shall have been satisfied on such Test Date and (C) all Conversion Shares outstanding on such Test Date that were issued upon conversion of all Closing Notes and all Conversion Shares issuable upon conversion of any Closing Notes outstanding on such Test Date shall have been Tradable (as defined in the B Notes) on such Test Date.
Sample 1
Registration Priority. To the extent it is not in the Company's best interest for all of the former holders of Preferred D Shares, Preferred C Shares, Preferred A Shares and Preferred B Shares to participate in any Demand or Piggyback Registration, the former holders of Preferred D Shares shall have priority in selling their Registrable Securities held as a result of their former Preferred D Shareholdings before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred C Shares, Preferred A Shares or Preferred B Shares may be registered and sold. The former holders of Preferred C Shares shall have priority in selling their Registrable Securities held as a result of their former Preferred C Shareholdings before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred A Shares or Preferred B Shares may be registered and sold. The former holders of Preferred A Shares shall have priority in selling their Registrable Securities held as a result of their former Preferred A Shareholdings before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred B Shares may be registered and sold.
Sample 1
AutoNDA by SimpleDocs
Registration Priority. The Company shall not file a registration statement to register any shares of Common Stock (other than the Shares purchased pursuant to this Agreement) or any Preferred Stock or other securities convertible into Common Stock prior to the effectiveness of the Registration Statement unless the Purchasers are provided an opportunity to have all of the Shares included in such registration statement.
Sample 1

Related to Registration Priority

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Priority in Incidental Registration If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

  • Priority in Incidental Registrations If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

  • Priority of Piggyback Registration If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

  • Priority on Primary Piggyback Registrations If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) that in their good faith opinion the number of securities proposed to be included in such offering exceeds the number of securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities requested to be included therein by holders of securities, including the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among all participating holders on the basis of the number of securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.

  • Priority of Securities Registered Pursuant to Demand Registrations If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Sponsor), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated to the Sponsor and (ii) second, only to the extent the securities referred to in clause (i) have been included, shall be allocated pro rata among the Holders (other than the Sponsor) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) next, and only if all the securities referred to in clauses (i) and (ii) have been included, the number of securities that the Company and any other Holder that has a right to participate in such registration proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters (or the Sponsor, as the case may be) can be sold without having such adverse effect.

  • Priority on Primary Registrations If a Piggyback Registration is an underwritten primary registration on behalf of the Company, 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 adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Priority in Demand Registrations If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.2(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

  • Priority on Piggyback Registrations If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.

Time is Money Join Law Insider Premium to draft better contracts faster.