Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not...
Priority in Incidental Registration. If a registration pursuant to this Agreement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company, Holder and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, all the securities the Company proposes to sell for its own account, (ii) second, a number of such securities equal to the number, in the opinion of such underwriters, which can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among Holder and other persons having similar registration rights on the basis of the relative number of securities Holder and other persons have requested or are required to be included in such registration.
Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for a registration pursuant to this Section 2.1 that involves an underwritten offering shall advise the Company that, in its reasonable opinion, the inclusion of the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event that the number of Registrable Securities to be included in any registration is reduced (but not to zero), the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Holders, on the basis of the relative --- ---- number of shares of such Registrable Securities each such Holder had requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.
Priority in Incidental Registration. In a registration pursuant to this Section 4.2, if the managing underwriter of such underwritten offering shall inform the Company and the relevant Stockholders by letter of its belief that the number of shares of Common Stock or Common Stock Equivalents, as the case may be, to be included in such registration would adversely affect its ability to effect such offering, then the Company will be required to include in such registration only that number of shares of Common Stock or Common Stock Equivalents which it is so advised should be included in such offering. Shares of Common Stock or Common Stock Equivalents proposed by the Company to be registered for issuance by the Company shall have the first priority in a registration pursuant to Section 4.2(a) and all other shares of Common
Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the “Underwriter’s Maximum Number”) could successfully be included in such Incidental Registration, then the Company will include in such registration:
Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) the Company in writing that, in its opinion, the number of securities which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares which the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any Other Holders which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above.
Priority in Incidental Registration. If a Piggyback Registration involves an Underwritten Offering, and the sole or the lead managing underwriter, as the case may be, of such Underwritten Offering shall advise the MLP in writing on or before the date ten (10) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered, the MLP shall include in such registration, to the extent of the number which the MLP is so advised may be included in such offering without such effect (subject to the Investors’ pro rata allocation rights set forth in the Investors Registration Rights Agreement and the Founders’ allocation rights set forth in the Founders Registration Rights Agreement) (i) first, the number of Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder, by (B) the aggregate number of Registrable Securities proposed to be sold by each such Holder in such Piggyback Registration, and (ii) second, only if all of the Registrable Securities in clause (i) have been included, any other securities requested to be included therein.
Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the largest number which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering (i) if the registration is a primary registration on behalf of the Company, (A) first, the securities proposed to be registered by the Company, and (B) second, the Registrable Shares and the securities held by Other Holders requested to be included in such registration pro rata in accordance with the numbers of securities requested to be included by all Holders of Registrable Shares and Other Holders requesting to be included; and (ii) if the registration is a secondary registration on behalf of Other Holders, the Registrable Shares and securities of the Other Holders included in such registration pro rata in accordance with the numbers of securities requested to be included by the Holders of Registrable Shares and the numbers of other securities proposed to be registered by the Other Holders. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).
Priority in Incidental Registration. In a registration pursuant to Section 3.2 hereof, if the managing underwriter of any underwritten offering to which Section 3.2 pertains shall inform the Company by letter of its belief that the number of shares of Shareholder Common Stock to be included in such registration would adversely affect its ability to effect such offering, then the Company will be required to include in such registration only that number of shares of Shareholder Common Stock which it is so advised can be included in such offering without so adversely affecting it. With respect to a registration that is the subject of Section 3.2 hereof, shares of Common Stock proposed by the Company to be registered for issuance by the Company or for sale by third parties exercising "demand" registration rights shall have the first priority and all other shares of Common Stock to be registered, including any and all shares of Shareholder Common Stock owned by the Holders shall be given second priority without preference among the relevant Holders. If less than all of the shares of Shareholder Common Stock duly requested to be included in such registration are to be registered therein, such shares of Shareholder Common Stock shall be included in the registration pro rata based on the total number of such shares sought to be registered other than for issuance by the Company or for sale by third parties exercising "demand" registration rights in accordance with the preceding sentence.
Priority in Incidental Registration. If in connection with an ----------------------------------- Underwritten Offering registered pursuant to Section 2, the managing underwriter(s) of such Underwritten Offering informs the Company and the Holders by letter of its belief that the number of securities requested to be included in such Registration Statement exceeds the number which should be sold in such Underwritten Offering, then the Company will include in such Registration Statement, to the extent of the number which the Company is so advised should be sold in such Underwritten Offering, (i) first, all shares of Common Stock proposed to be sold by the Company for its own account and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis of the relative amount of Registrable Shares requested to be included in such Registration Statement; provided that in all cases the Holders of -------- Registrable Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offering.
