Cutbacks in Demand Registration Clause Samples
The "Cutbacks in Demand Registration" clause defines the issuer's right to limit the number of securities that can be registered for sale at the request of shareholders. In practice, if multiple shareholders demand registration of their shares and the underwriter or the issuer determines that registering all requested shares would adversely affect the offering, the issuer can reduce the number of shares included in the registration. This clause helps manage the size and success of a public offering by preventing an oversupply of shares, thereby protecting the interests of both the issuer and existing shareholders.
Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:
(1) first, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Registrable Securities owned by the Registration Parties requesting inclusion in such registration;
(2) second, shares of Common Stock that the Company proposes to sell for its own account that can be sold without having the significant adverse effect referred to above; and
(3) third, the Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such Other Securities owned by the Persons requesting inclusion in such registration.
Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:
(1) first, Registrable Securities owned by the Registration Parties that are requested to be included in such registration pursuant to Section 2.1(a) and that can be sold without having the significant adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the ▇▇▇▇▇ Registration Parties, the SL Registration Parties and the Temasek Registration Parties seeking or requesting inclusion in such registration; provided, that until the Cutback Trigger, such Registrable Securities that are allocable to the Registration Parties in the aggregate pursuant to the preceding portion of this clause (1) shall be allocated among the Registration Parties as follows: (x) first (unless any of the ▇▇▇▇▇ Registration Parties, SL Registration Parties or Temasek Registration Parties are not seeking or requesting inclusion in such registration (the “Declining Parties”)), the ▇▇▇▇▇ Percentage to the ▇▇▇▇▇ Registration Parties seeking or requesting inclusion in such registration, the SL Percentage to the SL Registration Parties seeking or requesting inclusion in such registration and the Temasek Percentage to the Temasek Registration Parties seeking or requesting inclusion in such registration, until either the ▇▇▇▇▇ Registration Parties, the SL Registration Parties or the Temasek Registration Parties have been fully allocated all its Registrable Securities sought or requested to be included in such registration (such fully allocated Registration Parties, and any Declining Party, being referred to herein as the “Excluded Parties”), (y) thereafter (or first if, any of the ▇▇▇▇▇ Registration Parties, SL Registration Parties or Temasek Registration Parties are Declining Parties), to such of the ▇▇▇▇▇ Registration Parties, SL Registration Parties and Temasek Registration Parties as remain after excluding the Excluded Parties (each, a “Remaining Registration Party Gr...
Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view, the number of Registrable Securities and Other Securities requested to be included in a Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering and sale of the Registrable Securities and Other Securities then contemplated, the Company shall include in such registration:
(i) first, subject to the priorities described in Article IV with respect to the GA Registration Parties and HF Registration Parties, Registrable Securities that are requested to be included in such registration pursuant to Section 5.1(a), pro rata on the basis of the relative number of such fully vested Registrable Securities owned by the Institutional Stockholders, Management Stockholders and eRx Stockholders seeking such registration (other than with respect to the IPO in the case of the eRx Stockholders, who shall not have registration rights with respect thereto); and
(ii) second, the Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such fully vested Other Securities owned by the Persons seeking such registration.