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.
(ii) If the SEC prevents the Issuer from including any or all of the shares proposed to be registered under any Registration Statement in which Registrable Equity Support Shares are included, including but not limited to any Piggyback Registration where each Subscriber (if any) has requested to be included in such Registration Statement, due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the SEC. In such event, the number of Shares to be registered for each other selling stockholder named in such Registration Statement shall be reduced pro rata among all such other selling stockholders first and fully, before the number of all Registrable Equity Support Shares to be registered shall be reduced (in which case, it shall be reduced pro rata among the Subscribers).
(iii) The Issuer represents and warrants that the priority rights afforded to each Subscriber pursuant to Section 7(d) of this Equity Support Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of ...
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.
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.
Registration Priority. The Company covenants and agrees that, prior to the one year anniversary of the date of this Agreement, 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, 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.
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.
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.
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.
