Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.
Priority for Piggyback Registration. 6.4.4.1 Notwithstanding any other provision of this Section 6.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Investors in writing that the inclusion of all Conversion Shares proposed to be included by the Investors in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Investors shall not be permitted to include any Conversion Shares in excess of the amount, if any, of Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will be obligated to include in such Proposed Registration, as to each Investor, only a portion of the Conversion Shares such Investor has requested be registered equal to the ratio which such Investor’s requested Conversion Shares bears to the total number of Conversion Shares requested to be included in such Proposed Registration by all Investors who have requested that their Conversion Shares be included in such Registration Statement, and no party, other than the Company and the Investors, shall be permitted to include their Conversion Shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the ratio which such party’s requested Conversion Shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by all Investors who have requested that their Conversion Shares be included in such Proposed Registration. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Investors, and third, to any others requesting registration of securities of the Company.
Priority for Piggyback Registration. If any Proposed Registration involves an underwritten offering and the managing underwriter of such offering advises the Company that, in its good faith view, that the number of securities requested to be included in such offering exceeds the Maximum Offering Amount, then the Company shall include in such registration the number of securities which can be so sold in the following order of priority (subject to any rights set forth in the Existing Stockholders’ Agreement):
Priority for Piggyback Registration. Notwithstanding any other provision of this SECTION 8, if the managing underwriter of an underwritten public offering determines and advises the Company that the inclusion of all Registrable Securities proposed to be included by the Participating Shareholders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company's securities, then the Participating Shareholders may not include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company must include in such Registration Statement, as to each Participating Shareholder, only a portion of the Registrable Securities such Participating Shareholder has requested be registered equal to the ratio which such Participating Shareholder's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Shareholders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company shall be allocated:
Priority for Piggyback Registration. Notwithstanding any other provision of this Article 3, if the managing underwriter in a Company Registration advises the Company in writing that, in the opinion of such managing underwriter, the number of securities of the Company requested to be included in such underwriting is likely to have an adverse effect on the price, timing or distribution of securities offered in such offering, the managing underwriter may limit the securities to be included in such Company Registration and underwriting to the number of securities that, in the opinion of the managing underwriter, can be sold without having such adverse effect. In the event the managing underwriter so advises the Company, the Company shall so advise the Holders proposing to sell Registrable Securities (and any other Person distributing securities through such underwriting, if any), and such maximum number of securities to be included in such registration shall be allocated in the following priority:
Priority for Piggyback Registration. If the managing underwriter of an underwritten Public Offering determines and advises in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would adversely impact the offering of Horizon's securities, then the Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for Horizon. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by Horizon shall be allocated:
Priority for Piggyback Registration. 7.4.4.1 Notwithstanding any other provision of this Section 7.4, if the managing underwriter of an underwritten public offering determines and advises the Company and the Investor in writing that the inclusion of all Conversion Shares proposed to be included by the Investor in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Investor shall not be permitted to include any Conversion Shares in excess of the amount, if any, of Conversion Shares which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. No party, other than the Company and the Investor, shall be permitted to include their shares in any such Proposed Registration unless such shares are also limited on a pro rata basis equal to the ratio which such party’s requested shares bear to the total number of Conversion Shares requested to be included in such Proposed Registration by Investor. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Investor, and third, to any others requesting registration of securities of the Company.
Priority for Piggyback Registration. 10 ARTICLE 4
Priority for Piggyback Registration. Notwithstanding any other provision of this Section 6.3, if the Company determines and advises the Investors in writing that the inclusion of all Common Shares proposed to be included by the Investors in the Proposed Registration would materially and adversely interfere with the potential effectiveness of the Proposed Registration, whether as a result of the interpretation of Rule 415 promulgated under the Securities Act of 1933, as amended, or otherwise, then the Investors shall not be permitted to include any Common Shares in excess of the amount, if any, of Common Shares which the Company shall reasonably and in good faith agree in writing to include in such offering.
Priority for Piggyback Registration. If the managing underwriter ----------------------------------- of an underwritten public offering determines and advises Iconquest in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would adversely impact the offering of Iconquest's securities, then the Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for Iconquest. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by Iconquest shall be allocated:
