Underwriter Cutbacks. Notwithstanding the foregoing, if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of the Company's Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration:
(i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sel...
Underwriter Cutbacks. In connection with any exercise of demand registration rights or piggyback registration rights, if the managing underwriter (if applicable) advises Parent in writing that the inclusion of all securities entitled to participate in such offering exceeds the number of securities that can be sold without having a material adverse effect on the success of the offering, then the amount of securities included in the offering will be prioritized in the offering will be prioritized as follows: • In connection with any exercise of piggyback registration rights: • First, to Parent; • Second, to the Investors exercising registration rights, pro rata among all Investors on the basis of the relative number of shares then held by all such Investors; and • Third, to all other holders of securities of Parent requesting to have securities included in such offering, pro rata among all such holders on the basis of the relative number of shares then held by all such holders. • In connection with any exercise of demand registration rights: • First, to the Investors exercising registration rights, pro rata among all Investors on the basis of the relative number of shares then held by all such Investors; • Second, to all other holders of securities of Parent requesting to have securities included in such offering, pro rata among all such holders on the basis of the relative number of shares then held by all such holders; and • Third, to Parent.
Underwriter Cutbacks. If the managing underwriter of any -------------------- underwritten offering shall advise the Acorn Holders participating in a Demand Registration that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Requisite Percentage of Participating Holders, then the Acorn Holders representing the Requisite Percentage of Participating Holders shall have the right to notify the Company in writing that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement. If the managing underwriter of any underwritten offering shall advise the Company in writing that, in its opinion, the number of securities requested to be included in a Demand Registration exceeds the number that can be sold in such offering within a price range acceptable to the Requisite Percentage of Participating Holders, the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Acorn Holders requesting such registration in accordance with the number of Registrable Securities held by each such Acorn Holder; provided, however, that if, pursuant -------- ------- to any of the Other Registration Rights Agreements, the parties holding Other Registrable Securities exercise "piggy-back" rights in connection with a Demand Registration that is governed by the general provisions of this sentence, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in such offering, first all Registrable ----- Securities requested to be so included and after all such Registrable Securities are so included, second, Other Registrable Securities requested to be included ------ in such registration, pro rata among the Acorn Holders and the holders of such Other Registrable Securities participating in such offering in accordance with (i) with respect to Acorn Holders, the number of Registrable Securities held by such Acorn Holder and (ii) with respect to holders of Other Registrable Securities, the number of shares of Other Registrable Securities held by and, if applicable, issuable upon conversion of any other securities of the Company convertible into, exchangeable for or exercisable for Common Stock to each such hol...
Underwriter Cutbacks. In connection with any underwritten offering including Registerable Securities pursuant to Section 2, the Company need not include any Registerable Securities in such underwriting unless the Investors accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity that will not jeopardize the success of such offering as provided in Section 1(d), Section 2(b) and Section 2(c), as applicable. For appointment purposes under Section 1(d), Section 2(b) and Section 2(c) for any selling Investor that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Investor (and the Family Groups of any such partners, retired partners, members and retired members) will be deemed a single “selling Investor” and any pro rata reduction for such “selling Investor” will be based upon the aggregate number of Registerable Securities owned by all Persons included in such “selling Investor” pursuant to this sentence. For purposes of Section 1, a Demand Registration will not be counted as “effected” if, as a result of an underwriter’s cutback under Section 1(d), fewer than fifty percent (50%) of the total number of Registerable Securities requested for registration by the Investors are actually included.
Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Piggyback Registration hereunder, if the managing underwriter of any public offering thereunder advises the Company in writing (with a copy to the Holders and the Other Rights Holders) that the total number of common equity which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Piggyback Registration and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Piggyback Registration and offering for the account of the Holders and the Other Rights Holders, together with the common equity to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect.
Underwriter Cutbacks. Notwithstanding any other provision of this Section 11, if any registration provided for in Section 11.1 or 11.2 involves an underwriting and if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall include in the underwriting only that number of such securities, including Registrable Securities, which the managing underwriter believes will not jeopardize the success of the offering. The securities to be so included will be apportioned pro rata among the securityholders (including the selling holders of Registrable Securities) seeking to include their respective securities in the offering according to the total amount of securities entitled to be included therein owned by each such selling securityholder or in such other apportions as shall be mutually agreed to by such selling securityholders.
Underwriter Cutbacks. If the registration relates to an underwritten public offering and the good faith judgment of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 2 would adversely affect the marketing of the shares for which the registration statement was to be filed, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares requested to be registered) among the Holder and, subject to any registration rights existing as of the date of this Agreement, any other holders of Common Stock requesting registration. If the Registrable Securities are to be distributed through such underwriting the Holder shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company.
Underwriter Cutbacks. Notwithstanding any other provision of this Section 17, if any registration provided for in Section 17.1 or 17.2 involves an underwriting and if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, then Holdings shall include in the underwriting only that number of such securities, including Registrable Securities, which the managing underwriter believes will not jeopardize the success of the offering. The securities to be so included will be apportioned, in the case of Section 17.2, pro rata among the securityholders (including the selling holders of
Underwriter Cutbacks. 63 17.4. Right to Review the Registration Statement...................................63 17.5. Registration Procedures......................................................64 17.6. Indemnity....................................................................65 17.7. Expenses.....................................................................67 17.8. Lock-Ups.....................................................................68 17.9. Other Obligations of Holdings................................................68 17.10. Transferability..............................................................68 SECTION 18.
Underwriter Cutbacks. If any managing underwriter for a public offering contemplated by Section 9 advises the Company of its belief that the number or type of Registrable Securities to be included in such offering would adversely affect such offering, then the Company shall include in such registration, to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering:
(a) first, all securities proposed by the Company to be sold for its own account;
(b) then, Registrable Securities to be sold by the holders of Common Stock that constitute "registrable securities" that were received upon exercise hereof;
(c) then, Registrable Securities to be sold by the Holders and all other shares of Common Stock outstanding on the date hereof or subsequently acquired by the holders thereof or that constitute "Registrable Securities" under and as defined in registration rights agreements containing piggyback registration rights intended to have the same priority as those provided in this Section 11.1 to be sold by the holders thereof; and
(d) finally, other securities to be sold by other holders of securities in proportion to the respective numbers of securities proposed to be sold in such offering by such holders.
