Common use of Priority in Incidental Registrations Clause in Contracts

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 securities of other selling security holders (including Insiders, as defined in the Purchase Agreement) who requested to be included in such registration on a pari passu basis.

Appears in 8 contracts

Samples: Registration Rights Agreement (Lounsberry Holdings I Inc), Registration Rights Agreement (Tricell Inc), Registration Rights Agreement (Science Dynamics Corp)

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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 Securities, and for (iv) fourth to securities of other selling security holders (including Insidersofficers, as defined in the Purchase Agreementdirectors and 5% stockholders, subject to any lock-up agreements with such persons) who requested to be included in such registration on a pari passu basisregistration.

Appears in 7 contracts

Samples: Registration Rights Agreement (China Education Alliance Inc.), Registration Rights Agreement (Genesis Pharmaceuticals Enterprises, Inc.), Registration Rights Agreement (Capital Solutions I, Inc.)

Priority in Incidental Registrations. If the managing underwriter of the an 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 statementstatement and the holders of Registrable Securities and Covered Securities, on a pari passu basis and (iii) third Registrable Securities and securities of other selling security holders (including Insiders, as defined in the Purchase Agreement) who requested requesting to be included in such registration (other than affiliates of the Company), on a pari passu basis, and (iv) to affiliates of the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (NaturalNano , Inc.)

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 securities of other selling security holders (including Insiders, as defined in the Purchase Agreement) who requested to be included in such registration (other than affiliates of the Company), on a pari passu basis, and (iv) to affiliates of the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Adsouth Partners, Inc.)

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Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 Article III 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 Registrable Securities and exercising such rights in connection with such registration statement, (iii) third Registrable Securities and securities of other selling security holders (including Insiders, as defined in the Purchase Agreement) who requested to be included in such registration on a pari passu basisregistration. Notwithstanding any other provision of this Agreement to the contrary, with respect to the exercise of rights pursuant to this Article III, the Investor shall be subordinate to those of the RAM Investors.

Appears in 1 contract

Samples: Registration Rights Agreement (Corgenix Medical Corp/Co)

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