Priority in Requested Registration Sample Clauses
Priority in Requested Registration. So long as the Initiating Investors hold at least 25% of the Registrable Securities issued to the Investors on the date of this Agreement, the Company shall have the right to include in any Registration Statement initiated by an Investor pursuant to this Section 1, for sale in accordance with the method of disposition specified by the requesting Investors, Common Stock to be sold by the Company for its own account. If, in the good-faith judgment of the managing underwriter of any underwritten offering the inclusion of all of the Registrable Securities requested for inclusion pursuant to this Section 1 and the Common Stock proposed to be sold by the Company for its own account would adversely affect the successful marketing of the proposed offering, then the number of shares of Common Stock to be included in the offering shall be reduced to the required level, first, by excluding Common Stock to be sold by the Company for its own account and second, by reducing the participation of such Initiating Investors and other Holders in such offering pro rata among such Initiating Investors and other Holders, based upon the amount of Registrable Securities owned by such Initiating Investors and other Holders. The Company will not cause any other registration statement with respect to its Registrable Securities for its own account to become effective less than 120 days after the effective date of any registration requested pursuant to this Section 1, except in the case of: (i) a registration of securities pursuant to a Registration Statement on Form S-8 or Form S-4 or any successor form thereto; (ii) any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation; (iii) any registration statement relating solely to employee stock option, stock purchase, benefit or similar plans; or (iv) other registrations required under Section 1.
Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling Holder) 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 within a price range acceptable to the Selling Holders of a majority of the Registrable Securities requested to be included in such registration, 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, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders on the basis of the percentage of the Registrable Securities of such Selling Holders requested so to be registered. In connection with any such registration to which this Section 2.1(g) is applicable, no securities other than Registrable Securities shall be covered by such registration.
Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling Holder of Registrable Securities requesting registration) that, in its opinion, the number or amount of securities requested to be included in such registration exceeds the number or amount which can be sold in such offering within a price range acceptable to the Selling Holders of more than 50% of the Registrable Securities requested to be included in such registration, the Company will include in such registration only the number or amount of Registrable Securities which the Company is so advised in writing (with a copy to each Selling Holder of Registrable Securities requesting registration) by the managing underwriter can be sold in such offering. Any such limitation of Registrable Securities requested to be included in such registration shall be applied pro rata among the Selling Holders requesting such registration on the basis of the aggregate number or amount of the Registrable Securities of such Selling Holders requested to be so registered.
Priority in Requested Registration. If a Registration under this Section 4.1 involves an underwritten public offering and the managing underwriter of such underwritten offering advises Parent in writing (with a copy to each Selling Investor requesting that Registrable Securities be included in such registration statement) that, in such underwriter’s opinion, the number of shares of Registrable Securities requested to be included in such Registration exceeds the number of such securities that can be sold in such offering within a price range that is acceptable to the Selling Investor owning the largest number of shares of Registrable Securities requested to be included in such Registration, as stated by such Selling Investor to such managing underwriter, then Parent will include in such registration, to the extent of the number and type of securities that Parent is advised can be sold in such offering, the following: (i) first, all shares of Registrable Securities requested to be Registered and sold for the account of the Demanding Investor; (ii) second, any shares of Registrable Securities that the other Selling Investors have requested be included in such Registration pursuant to Section 4.1(a), (iii) third, any securities to be Registered and sold for the account of Parent, and (iv) fourth, other securities requested to Registered, if any.
Priority in Requested Registration. If a registration under this Section 2.1 involves an underwritten Public Offering, and the managing underwriter of such underwritten Public Offering shall advise the Company in good faith and in writing (with a copy to the Registration Demanding Stockholders) that the number of Registrable Shares sought to be registered by the Stockholders is reasonably expected to adversely affect the price or success of the offering, the Company may elect to include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (i) first, all of the Registrable Shares being sold for the account of Cadence Bancorp, LLC, (ii) second, all of the Registrable Shares being sold for the accounts of any other Registration Demanding Stockholder and any other Piggyback Requesting Stockholder, pro rata among such other Stockholders based on the number of Registrable Shares requested to be included in such registration by such other Stockholders, and (iii) third, to the extent that the number of Registrable Shares to be included in the registration pursuant to clause (ii) is less than the Maximum Number, such number of Common Stock, if any, as the Company proposes to sell for its own account and as any Other Holder proposes to sell, pro rata among the Company and such Other Holders based on the number of Registrable Shares proposed to be included by the Company and requested to be included by such Other Holder.
Priority in Requested Registration. If a registration requested pursuant to Section 2(a) or Section 3(a) hereof involves an underwritten Public Offering, and the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to each Selling Holder requesting that Registrable Common Stock be included in such registration statement) that, in its opinion, the number of shares of Registrable Common Stock requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders (excluding Management Holders) beneficially owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration (excluding shares held by Management Holders) to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company shall include in such registration, to the extent of the number of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Common Stock requested to be registered pursuant to Section 2(a) or Section 3(a), pro rata among the Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the managing underwriter, then securities that the Company proposed to issue and sell for its own account and (iii) third, other securities, if any; provided, however, that if such registration is in connection with the initial Public Offering, the allocation shall be as follows: (i) first, all Registrable Common Stock (excluding shares held by Management Holders) requested to be registered pursuant to Section 2(a) or Section 3(a), pro rata among the Selling Holders (excluding Management Holders) on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the managing underwriter, shares of Registrable Common Stock beneficially owned by Management Holders, pro rata among the Management Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Management...
Priority in Requested Registration. If the managing underwriter of a registration pursuant to this Section 2 shall advise the Company in writing that, in its view, the number or proposed mix of securities requested to be included in such registration (including securities which the Company requests to be included ) exceeds the largest number of securities which can be sold without having a material adverse effect on such offering (the "Maximum Offering Size"), including the price at which such securities can be sold, the Company will include in such registration:
(i) first, the Registrable Securities requested to be included in such registration by the Charter Investors or by the Softbank Investors, as applicable, pursuant to Section 2(a), and the Registrable Securities requested to be included in such registration by the Charter Investors (in the case of a Softbank Registration Request) or the Softbank Investors (in the case of a Charter Registration Request) pursuant to Section 2(b), allocated (if necessary) pro rata among the Charter Investors and the Softbank Investors on the basis of the relative number of Registrable Securities each of the Charter Investors and the Softbank Investors, as applicable, has requested to be included in such registration;
(ii) second, securities of the Company to be sold for the account of the Company; and
(iii) third, securities of the Company to be sold for the account of other persons, with such priorities among them as the Company shall determine.
Priority in Requested Registration. If a registration under Section 3(a) hereof involves an underwritten Public Offering or if an underwritten Public Offering is being effected pursuant to a shelf registration statement, and the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to each Selling Holder requesting that Registrable Common Stock be included in such underwritten offering) that, in its opinion, the number of shares of Registrable Common Stock requested to be included in such underwritten offering exceeds the number of such securities that can be sold in such offering within a price range stated to such managing underwriter by Selling Holders owning at least a majority of the shares of Registrable Common Stock requested to be included in such underwritten offering to be acceptable to such Selling Holders, the Company shall include in such underwritten offering, to the extent of the number and type of securities which the Company is advised can be sold in such offering, all Registrable Common Stock requested to be included, pro rata among the Selling Holders requested to be included in such underwritten offering on the basis of the number of shares of Registrable Common Stock requested to be included by all such Selling Holders, and no other shares of Common Stock, whether to be sold by the Company or any other Person.
Priority in Requested Registration. Whenever the Company shall effect a registration pursuant to this Section 2 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities, if the Underwriters’ Representative or Agent advises the Company in writing (with a copy to each Selling Holder) that, in its opinion, the number or amount of Registrable Securities to be included in such offering exceeds the number or amount which can be sold in such offering within a price range acceptable to the Trust, then Registrable Securities shall be included in such offering and the related registration only in the amount the managing underwriter states, in writing, can be sold within such price range. The Registrable Securities to be offered upon such limitation shall be allocated: (A) first, up to the full number of Registrable Securities proposed to be offered by the Trust shall be included; and (B) second, to the extent an amount of securities recommended by the Underwriters’ Representative or Agent remains available, Registrable Securities proposed to be offered by the Holders, other than the Trust, shall be included (allocated pro rata in proportion to the number of Registrable Securities requested to be included in the offering by each such Holder, to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such Underwriters’ Representative or Agent).
Priority in Requested Registration. If the managing ---------------------------------- underwriter of any underwritten offering pursuant to this Section 2.1 shall ----------- advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of more than 50% of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, (A) first, all Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof and (B) second, other securities to