Priority in Incidental Registrations Sample Clauses

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 2.2 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and securities of other selling security holders requested to be included in such registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included; provided, however, the holders of Registrable Securities shall have priority to all shares sought to be included by officers and directors of the Company as well as holders of ten percent (10%) or more of the Company's Common Stock.

Priority in Incidental Registrations. (i) Subject to clause (ii) below, if the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, would materially adversely affect such offering, then the Company shall include in such registration, (the " Section 2.1 Sale Amount"), (A) all of the securities proposed by the Company to be sold for its own account; (B) thereafter, to the extent the Section 2.1 Sale Amount is not exceeded, any other securities of the Company requested to be included in such registration by JPMP, AON, Mitsui, Penske and its Affiliates, and Harvard on a pro rata basis, with the amount of securities of JPMP, AON, Mitsui, Penske and its Affiliates, with respect to securities not held for the account of JPMP and AON, and Harvard to be included based on the pro rata amount of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by JPMP, AON, Mitsui, Penske and its Affiliates, with respect to securities not held for the account of JPMP and AON, and Harvard, it being understood that for purposes of this Section 2.1(c) JPMP and AON shall be deemed to "hold" that aggregate number of Registrable Securities held by IMCG for the account of each of JPMP and AON; and (D) thereafter, to the extent the Section 2.1 Sale Amount is not exceeded, any other holder of Company securities entitled to register such securities. (ii) Notwithstanding anything contained herein to the contrary, with respect to the first primary offering of securities of the Company following the date of this Amendment Agreement, the Company shall have no obligation to register any Registrable Securities so long as none of Penske or any of its Affiliates shall have exercised their rights to cause the Company to effect the registration under the Securities Act of all or part of the Penske Registrable Securities, pursuant to any of the Penske Registration Rights Agreements.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the "

Priority in Incidental Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders who have requested to include Registrable Securities in such offering to include in such offering all Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that are intended to be included in such offering is such as to adversely affect the success of such offering (including adversely affect the per-share offering price), then the amount of securities to be offered shall be reduced to the amount recommended by such managing underwriter or underwriters in its or their good faith opinion, which will be allocated in the following order of priority: (i) first, the securities to be proposed to be sold by the Company for its own account, (ii) second, the Registrable Securities of the Investor, (iii) third, the Registrable Securities of the Holders other than the Investor that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such underwritten offering by such Holders and (iv) fourth, for the account of any other holders of Common Stock that have requested to be included in such underwritten offering as a result of registration rights or otherwise.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities and Third Party Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under provisions of one of the Other Registration Rights Agreements comparable to Section 2.1, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its own account, and second, such Registrable Securities requested to be included in such registration pursuant to this Agreement and such Third Party Securities requested to be included in such registration pursuant to the provisions of the Other Registration Rights Agreements comparable to this Section 2.2, PRO RATA (based on the number of Registrable Securities requested to be included therein by each Selling Holder and the number of Third Party Securities requested to be included therein by each Securityholder) among such Selling Holders and the Securityholders and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company be sold for its own account.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second to holders of securities having demand registration rights and exercising such rights in connection with such registration statement, (iii) third Registrable Securities, and for (iv) fourth to securities of other selling security holders (including officers, directors and 5% stockholders, subject to any lock-up agreements with such persons) who requested to be included in such registration.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; and second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included.