Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration: (i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and (ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a), any Stockholder or holders of Additional Registrable Securities shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
Appears in 2 contracts
Samples: Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp)
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a2.3(c), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(d) Notwithstanding Section 2.3(c), if at any time any registration pursuant to Section 2.2 involves an underwritten offering that was initially proposed by the Berkshire/Greenbriar Holders and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Section 2.3(d) Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:
(i) first, all Registrable Securities and Berkshire/Greenbriar Registrable Securities requested to be included in such registration by the holders thereof; provided, however, that, if the number of such Registrable Securities and Berkshire/Greenbriar Registrable Securities exceeds the Section 2.3(d) Sale Number, the number of such Registrable Securities and Berkshire/Greenbriar Registrable Securities (not to exceed the Section 2.3(d) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities and Berkshire/Greenbriar Registrable Securities be included in such registration, based on the number of Registrable Securities and Berkshire/Greenbriar Registrable Securities then owned by each such holder requesting inclusion in relation to the number of Registrable Securities and Berkshire/Greenbriar Registrable Securities owned by all holders requesting inclusion; and
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Piggyback Shares, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(d) Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(d)
Appears in 2 contracts
Samples: Registration Rights Agreement (Goldman Sachs Group Inc/), Stock Purchase Agreement (Hexcel Corp /De/)
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(b) If any requested registration made at any time after 18 months following the date hereof pursuant to Section 2.1 involves an underwritten offering and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Holders of Registrable Securities or any other persons (including those shares of Common Stock requested by the Company to be included in such registration) exceeds the largest number (the "Section 2.3(b) Sale Number") that can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders, the Company shall use its commercially reasonable efforts to include in such registration:
(i) first, all Registrable Securities requested to be included in such registration by the Holders; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.3(b) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(b) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion;
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Piggyback Shares (including Ciba Registrable Securities) be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(b) Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(b)
Appears in 1 contract
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a), any Stockholder or holders of Additional Registrable Securities shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
Appears in 1 contract
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a2.3(b), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(c) If any registration pursuant to Section 2.2 involves an underwritten offering that was initially proposed by holders of securities of the Company that have the right to require such registration pursuant to an agreement entered into by the Company in accordance with Section 4.7 hereof ("Additional Demand Rights") and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Section 2.3(c) Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:
(i) first, all securities requested to be included in such registration by the holders of Additional Demand Rights ("Additional Registrable Securities"), the Holders and the Goldman Holders; provided, however, that, if the number of such Additional Registrable Securities, Registrable Securities and Goldman Registrable Securities exceeds the Section 2.3(c) Sale Number, the number of such Additional Registrable Securities, Registrable Securities and Goldman Registrable Securities (not to exceed the Section 2.3(c) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all holders of Additional Registrable Securities, Registrable Securities and Goldman Registrable Securities requesting that Additional Registrable Securities, Registrable Securities or Goldman Registrable Securities, as the case may be, be included in such registration, based on the number of Additional Registrable Securities, Registrable Securities or Goldman Registrable Securities, as the case may be, then owned by each such holders requesting inclusion in relation to the number of Additional Registrable Securities, Registrable Securities or Goldman Registrable Securities, as the case may be, owned by all of such holders requesting inclusion;
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, any Common Stock that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number, and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i), and (ii) of this Section 2.3(c) is less than the Section 2.3
Appears in 1 contract
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(b) If any registration pursuant to Section 2.2 involves an underwritten offering that was initially proposed by the Company after the date hereof as a primary registration of its securities and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Section 2.3(b) Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:
(i) first, all Common Stock that the Company proposes to register for its own account;
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities or Goldman Registrable Securities be included in such registration, based on the aggregate number of Registrable Securities and Goldman Registrable Securities then owned by each holder requesting inclusion in relation to the aggregate number of Registrable Securities and Goldman Registrable Securities owned by all holders requesting inclusion, up to the Section 2.3(b) Sale Number;
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Piggyback Shares be included in such registration pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3
Appears in 1 contract
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a2.3(c), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(d) Notwithstanding Section 2.3(c), if at any time any registration pursuant to Section 2.2 involves an underwritten offering that was initially proposed by the Berkshire/Greenbriar Holders and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Section 2.3(d) Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:
(i) first, all Registrable Securities and Berkshire/ Greenbriar Registrable Securities requested to be included in such registration by the holders thereof; provided, however, that, if the number of such Registrable Securities and Berkshire/Greenbriar Registrable Securities exceeds the Section 2.3(d) Sale Number, the number of such Registrable Securities and Berkshire/Greenbriar Registrable Securities (not to exceed the Section 2.3(d) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities and Berkshire/Greenbriar Registrable Securities be included in such registration, based on the number of Registrable Securities and Berkshire/Greenbriar Registrable Securities then owned by each such holder requesting inclusion in relation to the number of Registrable Securities and Berkshire/Greenbriar Registrable Securities owned by all holders requesting inclusion;
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Piggyback Shares, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(d) Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(d)
Appears in 1 contract
Sale Number. that can be ----------------------- sold in an orderly manner in such offering within a price range acceptable to the Major Stockholder, or in the case of a Demand Registration, the Initiating Stockholder, the Company shall include in such registration:
(i) all Registrable Securities requested to be included in such registration by Stockholders of Registrable Securities (excluding shares of Common Stock of any Management Stockholder who is prohibited from participating pursuant to Section 2.6(b) hereof) and all other shares of Common Stock that holders of Additional Piggyback Rights propose to register ("Additional ---------- Registrable Securities"); provided, however, that, if the number of such ---------------------- Registrable Securities and Additional Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities and Additional Registrable Securities (not to exceed the Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Stockholders requesting that Registrable Securities be included in such registration and all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Registrable Securities or Additional Registrable Securities, as the case may be, then owned by each such Stockholder or holder of Additional Registrable Securities requesting inclusion in relation to the number of Registrable Securities then owned by all Stockholders requesting inclusion plus the number of Additional Registrable Securities then owned by all holders of Additional Registrable Securities; and
(ii) to the extent that the number of Registrable Securities to be included by all Stockholders and holders of Additional Registrable Securities is less than the Section 2.1 Sale Number, shares of Common Stock that the Company proposes to register. If, as a result of the proration provisions of this Section 2.3(a2.3(c), any Stockholder or holders of Additional Registrable Securities Holder shall not be entitled to include all Registrable Securities or Additional Registrable Securities in a registration that such Stockholder or holder of Additional Registrable Securities Holder has requested be included, such Stockholder or holder of Additional Registrable Securities, as the case may be, Holder may elect to withdraw his request to include Registrable Securities or Additional Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (ix) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (iiy) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder or holder of Additional Registrable Securities such Holder shall no longer have any right to include Registrable Securities or Additional Registrable Securities in the registration as to which such withdrawal was made.
(d) Notwithstanding Section 2.3(c), if at any time any registration pursuant to Section 2.2 involves an underwritten offering that was initially proposed by the Goldman Holders and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Section 2.3(d) Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:
(i) first, all Registrable Securities and Goldman Registrable Securities requested to be included in such registration by the holders thereof; provided, however, that, if the number of such Registrable Securities and Goldman Registrable Securities exceeds the Section 2.3(d) Sale Number, the number of such Registrable Securities and Goldman Registrable Securities (not to exceed the Section 2.3(d) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities and Goldman Registrable Securities be included in such registration, based on the number of Registrable Securities and Goldman Registrable Securities then owned by each such holder requesting inclusion in relation to the number of Registrable Securities and Goldman Registrable Securities owned by all holders requesting inclusion; and
(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Piggyback Shares, based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(d) Sale Number; and
(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(d) is less than the Section 2.3(d) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(d)
Appears in 1 contract
