Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company shall include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities shall be included in an underwritten offering only with the consent of Sponsor Holders holding a majority of the shares being sold in such offering and, if so included, such securities, at the election of the Sponsor Holders, shall be subject to clause (ii) above in the same manner as the Registrable Securities held by the Holders or shall have priority after the shares of the Holders.
Priority in Piggyback Registrations. (i) In a requested registration pursuant to Section 2(a), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement.
(ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Reg...
Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than Holders having rights to participate in such Piggyback Registration that are non-preferential to Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested to be included therein.
Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).
Priority in Piggyback Registrations. (a) If at any time following an IPO Event the Company proposes to effect another Registration in connection with an underwritten offering (other than any Registration pursuant to the exercise of any of the demand registration rights referred to in Section 9.1 hereof or any demand registration rights which specify a priority for "piggyback" registration rights which is the same as set forth in Section 9.3(b) below (such latter form of demand registration rights, the "Permitted Demand Registration Rights")), including any Registration for the Company's account, and the managing underwriter(s) advise the Company in writing that, in its or their judgement, the number of shares of equity securities of the Company (including all shares of Registrable Securities) which the Company, the Shareholders and any other persons intend to include in such Registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company shall include in such Registration: (i) first, all securities the Company proposes to sell for its own account (the "Company Securities"), (ii) second, to the extent that the number or dollar amount of the Company Securities to be offered by the Company is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Securities requested to be sold by any Shareholder who is a member of the Windward Group or a Majority Roll-Over Shareholder (provided that if the number of the Company Securities and Piggyback Securities exceeds the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Piggyback Securities to be included in such offering shall be allocated pro rata among all holders of such Piggyback Securities on the basis of the relative number or amount of Piggyback Securities each such holder has requested to be included in such Registration), and
(iii) third, to the extent that the number of Company Securities and Piggyback Securities held by Shareholders is less than the number of shares of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the equity securities requested to be sold for the account of any other persons (a...
Priority in Piggyback Registrations. If (i) a Piggyback Registration pursuant to this Section 1 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering informs the Company and the Holders of the Registrable Securities requesting such registration by letter of opinion that the number of securities requested to be included in such registration exceeds the number which can be supported by market factors, the Company will include in such registration securities in the following order of priority:
1.3.1 first, all the securities the Company proposes to sell for its own account; and
1.3.2 second, to the extent that the number of securities which the Company proposes to include is less than the number of securities which the Company has been advised can be supported by market factors in such offering, the number of such Registrable Securities requested to be included in such Piggyback Registration by the Holders and any other holders of Registrable Securities shall be allocated pro rata among all such holders on the basis of the relative number of Registrable Securities each such holder has requested to be included in such Piggyback Registration.
Priority in Piggyback Registrations. Notwithstanding anything in -----------------------------------
Priority in Piggyback Registrations. If the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in a registration exceeds the number which can be sold in such offering, the Company shall include in such registration (i) first, the securities of the Company proposed to be registered as described in the Piggyback Registration Notice and (ii) second, the Registrable Shares and other securities requested to be included in such registration, pro rata among the holders of all such Registrable Shares and other securities requested to be included on the basis of the then number of Registrable Shares and other securities requested to be included by each such holder.
Priority in Piggyback Registrations. If the managing underwriter advises Vail in writing that, in its opinion, the Marketable Number is less than that intended to be included in a Registration Statement, Vail will include in such Registration Statement (i) first, all of the Vail Securities Vail proposes to sell for its own account, and (ii) second, the Vail Securities requested to be included by the Shareholders and other Persons pursuant to Section 5.3(a) hereof shall be allocated pro rata among the Shareholders on the basis of the relative number of Vail Securities each Shareholder and such other Persons has requested to be included in such registration.
Priority in Piggyback Registrations. If the managing underwriter for a registration pursuant to Section 4.7 shall advise LPL in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number (the “Maximum Sale Number”) that can be sold in an orderly manner in such offering within a price range acceptable to LPL, as the case may be, LPL shall include in such offering the following Shares: (i) first, all the Shares, if any, LPL or the Registering Party, as the case may be, proposes to register for its own sale, and (ii) second, all Registrable Securities requested to be included by the Stockholders (or if the number of such Registrable Securities exceeds the Maximum Sale Number less the number of Shares included pursuant to clause (i) above, then the number of such Registrable Securities included in such registration pursuant to this clause (ii) shall be equal to the excess of the Maximum Sale Number over the number of Shares included pursuant to clause (i) above and shall be allocated so as to allow pro rata participation for all requesting Stockholders, on the basis of the relative number of Registrable Securities each such Stockholder had requested to have included in such registration).
