Common use of Priority in Requested Registration Clause in Contracts

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.

Appears in 4 contracts

Samples: Registration Rights Agreement (Th Lee Putnam Internet Fund Advisors LLC), Registration Rights Agreement (Krauses Furniture Inc), Registration Rights Agreement (General Electric Capital Corp)

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Priority in Requested Registration. If the managing underwriter of any an underwritten offering shall advise the Company in writing (with a copy to and the Company shall so advise each Selling HolderHolder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds is sufficiently large to materially adversely affect the number which can be sold in such offering within a price range acceptable to the Selling Holders of a majority success of the Registrable Securities requested to be included in such registrationoffering, the Company Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type 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 requesting such registration on the basis of the percentage of estimated gross proceeds from the sale thereof. To the extent Registrable Securities so requested to be registered are excluded from the offering, the holders 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 registrationdeemed not to have used a demand registration pursuant to this Section 1.1.

Appears in 4 contracts

Samples: Registration Rights Agreement (Ziegler William R), 3 Registration Rights Agreement (Ponder Industries Inc), Registration Rights Agreement (Blackhawk Investors LLC)

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling HolderHolder of Registrable Securities requesting registration) 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 66-2/3% 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 requesting such registration 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.

Appears in 2 contracts

Samples: Execution Copy Registration Rights Agreement (Polaroid Corp), Registration Rights Agreement (Nestle Holdings Inc)

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (with a copy to each Selling HolderHolder of Registrable Securities requesting registration) 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 reasonably related to the Selling Holders of a majority then current market value of the Registrable Securities requested to be included in such registrationsecurities, 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 requesting such registration on the basis of the percentage of the Registrable Securities then held by, or issuable upon exercise or conversion of Convertible Securities then held by, such Selling Holders requested so to be registeredHolders. In connection with any such registration to which this Section 2.1(g2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationregistration unless the written consent of Selling Holders holding at least a majority of the Registrable Securities included in such registration shall have been obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthcare Capital Partners Lp)

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Priority in Requested Registration. If the managing underwriter ---------------------------------- of any underwritten offering shall advise the Company in writing (with a copy to each Selling HolderHolder of Registrable Securities requesting registration) 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 reasonably related to the Selling Holders of a majority then current market value of the Registrable Securities requested to be included in such registrationsecurities, 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 requesting such registration on the basis of the percentage of the Registrable Securities then held by, or issuable upon exercise or conversion of Convertible Securities then held by, such Selling Holders requested so to be registeredHolders. In connection with any such registration to which this Section 2.1(g2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationregistration unless the written consent of Selling Holders holding at least a majority of the Registrable Securities included in such registration shall have been obtained.

Appears in 1 contract

Samples: Registration Rights Agreement (Gensia Sicor Inc)

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