Underwriter Cutback definition

Underwriter Cutback shall have the meaning set forth in Section 3.2.

Underwriter Cutback shall have the meaning set forth in Section 6(b).

Underwriter Cutback shall have the meeting set forth in Section 3(b).

Examples of Underwriter Cutback in a sentence

• In the event that any registration pursuant to this Section 9.1(b) shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced pursuant to an Underwriter Cutback.

• In the event of an Underwriter Cutback, holders of securities with respect to which registration rights have been granted pursuant to Section 10.10 hereof shall be treated as Holders for purposes of any cutbacks.

• Notwithstanding any other provision of this Section 3.4, if there is an Underwriter Cutback, such limitation will be imposed first pro rata with respect to all securities whose holders have a contractual, incidental right to include such securities in the Registration Statement (including, without limitation, any Investors) and as to which inclusion has been requested pursuant to such right.

• In the event that there has been no Underwriter Cutback and the managing underwriter or Demanding Investor determines that additional securities of the Company may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include such securities to be issued and sold by the Company or comparable securities held by Persons other than the Parties.

• In the event of an Underwriter Cutback, the Company shall so advise all Holders and the other holders distributing their securities through such underwriting, and the number of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all holders thereof (other than those holders who are exercising their demand registration rights) on the basis that the holders who are not Holders shall be cut back before any cutback of Holders.

More Definitions of Underwriter Cutback

Underwriter Cutback has the meaning set forth in Section 9.1(a)(i) of this Agreement.

Underwriter Cutback means the right of the underwriters to exclude Registrable Securities in an underwritten offering pursuant to Section 7.4;

Underwriter Cutback has the meaning set forth in Section 10(a) hereof.

Underwriter Cutback shall have the meeting set forth in 2.2.

Underwriter Cutback. Notwithstanding anything to the contrary set forth in this Section 5, if the managing underwriters for an underwritten offering advise the Company that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the number of such Registrable Shares proposed to be included in such registration by each Holder shall be reduced to such lower number of Registrable Shares that the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis in accordance with the Proportionate Percentages (assuming for the purposes of this calculation that the Conversion has occurred) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares).”

Underwriter Cutback means in any Demand Registration the advice of the managing underwriter or underwriters thereof, if such registration is underwritten, to the Company in writing that in its or their reasonable opinion the number of securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering, including an impact on the selling price and other terms of such offering.

Underwriter Cutback has the meaning set forth in Section 2(a)(iii) of this Agreement.