Priority in Registration. If an Incidental Registration is an underwritten offering, and the representative of the underwriters gives written advice to Holders and the Company that, in its opinion, market conditions dictate that no more than an Underwriter's Maximum Number could successfully be included in such Incidental Registration, then the Company shall be required by this Section 2.3 to include in such Incidental Registration only such number of securities as equals the Underwriter's Maximum Number. In such event, Holders, the Company and any other Person participating in such Incidental Registration shall participate in such Incidental Registration as follows:
Priority in Registration. If an Incidental Registration is an underwritten offering, and the managing underwriters shall give written advice to the Holders and the Company that, in their opinion, market conditions dictate that no more than a Underwriter’s Maximum Number could successfully be included in such registration without having an adverse effect on the success of the offering (including, without limitation, an impact on the selling price or the number of Registrable Securities that may be sold within a price range acceptable to the Company or the security holders who initiated such Incidental Registration, as the case may be), then the Company shall be required to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (“Incidental Registration Cutback”) and the Company and the Holders will participate in such offering in the following order of priority:
Priority in Registration. If a registration pursuant to this Section 7 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company that, in its opinion, the number of securities which the Company, the Holders and any other parties 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 was initiated by parties to whom the Company has granted registration rights, other than the Holders ("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 Registerable Securities which the Investor Holders have requested to be included in such registration pursuant to incidental or "piggyback" registration rights granted to Investor Holders pursuant to Section 7 of the Stock Purchase and Shareholders' Agreement, dated as of October 15, 1997, by and among the Company, certain of the principal shareholders of the Company and certain Investors (the "Investor Purchase Agreement"), which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which such Other Holders exercising demand registration rights, Investor Holders exercising incidental or "piggyback" 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 Underlying Warrant Shares which the Holders have requested to be included in such registration and such number of securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 7(a) hereof or other "...
Priority in Registration. (a) If a Requested Registration or Short Form Registration is a firm underwritten registration or offering and the managing underwriters give written advice to the Corporation of an Underwriter’s Maximum Number with respect to such Requested Registration or Short Form Registration, which is less than the aggregate number (the “Proposed Included Securities”) of the Registrable Securities requested for inclusion by Holders, plus any securities of the Corporation that the Corporation wishes to include for the Corporation’s account or the account of others (“Additional Registrable Securities”), then Additional Registrable Securities shall be deducted from the Proposed Included Securities but only to the extent necessary so that the Proposed Included Securities (after such deduction) do not exceed the Underwriter’s Maximum Number; provided that if the Proposed Included Securities (determined after deduction of the Additional Registrable Securities, as aforesaid) still exceeds the Underwriter’s Maximum Number, then the Registrable Securities requested for inclusion by Holders shall be included up to the Underwriter’s Maximum Number according to the following priority:
Priority in Registration. If the Company seeks to include in any underwritten Demand Registration any securities which are not Registrable Securities and the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities proposed to be included in the Demand Registration exceeds the number of Registrable Securities and other securities which can be sold in such offering, the Company shall include in such registration: (i) first, the Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, by the selling Holders pro rata based upon the total number of Registrable Securities which such Holder proposed to include in such registration and (ii) second, the securities proposed to be included in such registration by any other holders as determined by the Company and the managing underwriter.
Priority in Registration. Notwithstanding anything contained herein to the contrary, if this registration involves an offering by or through underwriters, Akid shall not be required to include Registrable Securities therein, if and to the extent the underwriter managing the offering reasonably believes in good faith and advises Cohen that such inclusion would xxxxxially adversely affect such offering; provided that any such reduction or elimination shall be pro rata to all other securityholders of the securities of Akid entitled to registration rights in proportion to the respective number of shares they have requested to be registered.
Priority in Registration. (i) If (A) a Requested Registration is an underwritten registration, (B) the Company proposes to include other securities of the Company for sale, for the Company's account or the account of others ("Additional Registrable Securities"), and (C) the managing underwriters shall give written advice to the Company of an Underwriter's Maximum Number with respect to such Requested Registration, which is less than the aggregate number (the "Proposed Included Securities") of the Registrable Securities requested for inclusion by the Holders and such Additional Registrable Securities, then: (w) first, the number of such Additional Registrable Securities which may be included in the Requested Registration shall be reduced by the excess of such Proposed Included Securities over such Underwriter's Maximum Number (such excess being herein called the "Excess Securities"), with the relative priority rights of the Holders of such Additional Securities determined in accordance with their respective Agreements with the Company and (x) second, if such Excess Securities shall exceed the number of such Additional Registrable Securities, such number of the Registrable Securities requested for inclusion by the Holders shall be reduced pro rata among the Holders, on the basis of the number of shares requested to be included therein by the Holders, by an aggregate amount equal to the excess of the Excess Securities over such sum.
Priority in Registration. (i) If the Company includes in any underwritten Demand Registration any securities which are not Registrable Securities and the Managing Underwriters advise the Company in writing that in their opinion the number of securities proposed to be included exceeds the number of securities which can be sold in such offering, the Company will include in such registration the number of securities which it is so advised can be sold in (or during the time of) such offering: (A) first, the Registrable Securities requested to be included by the Participating Investor or Investors and the securities to be included by the Company which are not Registrable Securities pro rata based upon the total number of Registrable Securities which such Investor or Investors propose to include and the total number of securities the Company proposes to include in such registration and (B) second, the securities proposed to be included in such registration by any other holders as determined by the Company and the Managing Underwriters.
Priority in Registration. (i) If (A) a Requested Registration or a Covenanted Registration is an underwritten registration, (B) the Company proposes to include other securities of the Company for sale, for the Company's account or the account of others ("Additional Registrable Securities"), and (C) the managing underwriters shall give written advice to the Company of an Underwriter's Maximum Number with respect to such Requested Registration or Covenanted Registration, which is less than the aggregate number (the "Proposed Included Securities") of the Registrable Securities requested for inclusion by the Holder and such Additional Registrable Securities, then no shares of Additional Registrable Securities shall be included in such Requested Registration or Covenanted Registration unless 100% of the Registrable Securities requested for inclusion by the Holder have been included in such Requested Registration or Covenanted Registration.
Priority in Registration. Notwithstanding anything contained herein to the contrary, if this registration involves an offering by or through underwriters, AKID shall not be required to include Registrable Securities therein, if and to the extent the underwriter managing the offering reasonably believes in good faith and advises each Piggy-Back Stockholder requesting to have Registrable Securities included in AKID's Registration Statement that such inclusion would materially adversely affect such offering; provided that any such reduction or elimination shall be pro rata to all other Piggy-Back Stockholders and securityholders of the securities of AKID entitle to registration rights in proportion to the respective number of shares they have requested to be registered.
