Underwriting Requirements; Priorities. (a) The Holders of a majority of the Registrable Securities included in any registration under Sections 2.1 or 2.3 will have the right to select the underwriter(s) and manager(s) to administer the offering, if any, subject to the approval of the Company, which will not be unreasonably withheld. The Company will not include in any registration under Sections 2.1 or 2.3 any securities that are not Registrable Securities without the written consent of the Holders of a majority of the Registrable Securities requesting such registration. If the managing underwriters in an underwritten public offering advise the Company in writing that, in their opinion, the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities that can be sold in an orderly manner and at the desired price in such offering, the Company will include in such registration (i) first, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such managing underwriters, can be sold, pro rata among the respective Holders on the basis of the amount of Registrable Securities requested to be included in such registration, (ii) second, all securities proposed to be included by the Company, and (iii) third, all other securities permitted to be included in such registration.
Underwriting Requirements; Priorities. (a) The Company will have the right to select the investment banker(s) and manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), 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 at the desired price in such offering, the Company will 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 Investors thereof on the basis of the number of Registrable Securities owned by them and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, 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 at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders with contractual registration rights other than the Investors, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.
Underwriting Requirements; Priorities. (a) (i) With respect to a Mezzanine Demand Registration pursuant to Section 2(a), the Registered Holders owning a majority of the Mezzanine Warrant Stock included in the registration shall have the right to select the investment banker(s) and manager(s), if any, to administer such registration, subject to the approval of the Company, which will not be unreasonably withheld. With respect to a Non-Mezzanine Demand Registration pursuant to Section 2(b), the Registered Holders owning a majority of the Registered Securities shall have the right to select the investment banker(s) and manager(s) to administer such registration, subject to the approval of the Company, which will not be unreasonably withheld.
Underwriting Requirements; Priorities. (a) The Company shall select the investment banker(s) and manager(s) to administer any offering required hereunder, if any. If 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 at the desired price in such offering, the Company will include in such registration (1) first, the securities the Company proposes to sell, (2) second, the number of securities requested to be included, which in the opinion of such underwriters can be sold, pro rata among the respective selling shareholders of Common Stock on the basis of the number of shares of Common Stock owned by each selling shareholder and (3) third, all other securities requested to be included in such registration.
Underwriting Requirements; Priorities. (a) The Company shall have the right to select the investment banker(s) and/or manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten registration, 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 at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders of securities with contractual registration rights that are senior to those of the Holders, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Holders and by the holders of securities with contractual registration rights that are in parity with the rights of the Holders, pro rata among such Holders and other holders on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.
Underwriting Requirements; Priorities. (a) Except as provided in Section 2(b)(ii), the Company shall select the investment banker(s) and manager(s) to administer any offering required hereunder, if any. Subject to the terms of Section 2(c) hereof, if the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in any such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (1) first, the securities the Company proposes to sell, (2) second, the number of securities requested to be included, which in the opinion of such underwriters can be sold, pro rata among the respective selling shareholders of Common Stock holding registration rights senior in priority to those granted under this Agreement (other than executive officers and directors of the Company, if any, holding such senior rights, who shall be subject to reallocation in accordance with clause (3) of this Section 9(a)), if any, and (3) third, the number of securities requested to be included, which in the opinion of such underwriters can be sold, pro rata among the respective selling shareholders of Common Stock (including executive officers and directors of the Company), whether or not such selling shareholders have been given registration rights by the Company, on the basis of the number of shares of Common Stock owned by each selling shareholder. The priorities described in this paragraph are subject to the rights of the Shareholder described in Section 2(c) with respect to a registration effected pursuant to Section 2(a).
Underwriting Requirements; Priorities. (a) With respect to a Xxxxxxxxxx Demand Registration pursuant to Section 2, the investment banker(s), book runner(s) and managing underwriter(s) to administer such registration shall be selected by the Holders of Registrable Securities initiating such Xxxxxxxxxx Demand Registration, subject to the approval of the Company, which approval will not be unreasonably withheld, delayed or conditioned. With respect to a Quilvest Demand Registration pursuant to Section 2, the investment banker(s) book runner(s) and managing underwriter(s) to administer such registration shall be selected by the Holders of Registrable Securities initiating such Quilvest Demand Registration, subject to the approval of the Company, which approval will not be unreasonably withheld, delayed or conditioned. The Company will have the right to select the investment banker(s), book runners(s) and manager(s), if any, to administer any offering which is initiated by the Company.
Underwriting Requirements; Priorities. (i) With respect to a registration under Section 9(b) and Section 9(d) hereof, the Requesting Holders shall have the right to select the investment banker(s) and manager(s) to administer such registration. All such selections shall be subject, in either such event, to the approval of the Company, which will not be unreasonably withheld. If a registration under Sections 9(b) hereof and 9(d) hereof is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of shares which can be sold at the desired price in such offering, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold, such Registrable Securities to be included pro rata among the Requesting Holders in proportion to the number of shares of Registrable Securities requested to be included by each such Requesting Holder.
Underwriting Requirements; Priorities. (i) The Company will have the right to select the investment banker(s) and manager(s) to administer any offering to which Section 2(b) hereof is applicable.
Underwriting Requirements; Priorities. (a) The Company shall select the investment banker(s) and manager(s) to administer the offering, if any. If the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration pursuant to this Agreement exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, all of the securities the Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included, which in the opinion of such underwriters can be sold, pro rata among the respective Holders of Registrable Securities requesting such registration on the basis of the number of shares of Registrable Securities owned by each such Holder and (iii) third, all other securities requested to be included in such registration.
