Common use of Initiating Holders Clause in Contracts

Initiating Holders. If in the written opinion of the Approved Underwriter the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, first, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders pro rata based on the number of Registrable Securities owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holders, and third, any other securities requested to be included in such underwritten offering.

Appears in 2 contracts

Samples: Registration Rights Agreement (Prime Response Group Inc/De), Registration Rights Agreement (Prime Response Inc/De)

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Initiating Holders. If in the written opinion of the Approved Underwriter the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offeringunderwriting, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders pro rata based on the number of Registrable Securities owned by such S-3 Initiating Holders; second, and the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities entitled to be included therein owned by each Designated Holder participating in such Designated HoldersS-3 Registration, and thirdSECOND, any other securities requested to be included in such underwritten offeringunderwriting.

Appears in 1 contract

Samples: Registration Rights Agreement (Exe Technologies Inc)

Initiating Holders. If in the written opinion of the Approved Underwriter believes that marketing factors require a limitation on the registration number of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of in such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing jeopardizing the success of such adverse effectoffering, first, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders Holders, pro rata based on the number of Registrable Securities owned by such S-3 Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holders, ; and third, any other securities requested to be included in such underwritten offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Exult Inc)

Initiating Holders. If in the written opinion of the S-3 Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the S-3 Approved Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders Holders, pro rata based on the number of Registrable Securities owned by such S-3 Initiating Holders; secondSECOND, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a4(a), pro rata based on the number of Registrable Securities owned by such Designated Holders, ; and third, THIRD any other securities requested to be included in such underwritten offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Firepond Inc)

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Initiating Holders. If in the written opinion of the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect be detrimental to the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse detrimental effect, first, all of the Registrable Securities to be offered for ----- the account of the S-3 Initiating Holders Holders, pro rata based on the number of Registrable Securities owned by such S-3 Initiating Holders; second, the ------ Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holders, ; and third, any other securities requested to be ----- included in such underwritten offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Outboard Marine Corp)

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