Underwriter Cutbacks. If any managing underwriter for a public offering contemplated by Section 1 or 2 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:
Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a registration statement hereunder:
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. 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:
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 Registration Statement hereunder (other than with respect to a Shelf Registration), if the managing underwriter of any public offering of the Company 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 Registration Statement 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 Registration Statement 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, if the registration under Section 15(a) involves an underwritten public offering and the total amount of securities, including the Warrant Shares, requested by stockholders to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including the Warrant Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering. The securities so included in the offering shall be apportioned in the following order of priority: (A) first, to any stockholder of the Corporation exercising registration rights pursuant to which the Corporation initiated the registration; (B) second, to the Corporation; (C) third, to any stockholder of the Corporation with registration rights superior to those of Holder; and (D) fourth, to the extent additional securities, including the Warrant Shares, may be included in the offering, pro rata among Holder and the other selling stockholders according to the total shares of common stock beneficially owned by Holder and each such stockholder.
Underwriter Cutbacks. Notwithstanding any other provision of this Section 7, if the registration of which the Company gives notice is for a registered public offering involving an underwriting and the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may exclude all Company Shares from, or limit the number of Company Shares to be included in, the registration and underwriting. To the extent there exist other shares with registration rights having a priority over Investor’s registration rights under this Section 7, Investor acknowledges that the Company Shares may be excluded before such other registration rights having priority registration rights.
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.
