Common use of Priority of Securities Offered Pursuant to Piggyback Registration Clause in Contracts

Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, to Registrable Securities requested by the TPG Stockholders to be included in such Piggyback Registration and (iii) third, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

Appears in 3 contracts

Samples: Registration Rights Agreement (Assurant Inc), Registration Rights Agreement, Registration Rights Agreement (Assurant Inc)

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Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders Shareholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders Shareholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, if clause (i) above is satisfied, to Registrable Securities requested by the TPG Stockholders Piggyback Shareholders to be included in such Piggyback Registration Registration, pro rata among all such Piggyback Shareholders on the basis of the number of Registrable Securities held by all such Piggyback Shareholders, and (iii) third, if clauses (i) and (ii) above are satisfied, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many manner as they may agree.

Appears in 2 contracts

Samples: Registration Rights Agreement (T-Viii Pubopps Lp), Investment Agreement (TriState Capital Holdings, Inc.)

Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, and (ii) second, to Registrable Securities any shares requested by the TPG Stockholders Holders to be included in such Piggyback Registration and (iii) third, any shares requested to be included therein by any other Persons (other than the Company)Registration, allocated among such Persons Holders on a pro rata basis or in such other many manner as they the Holders of a majority of the Registrable Securities included therein may agree; provided, however, that the Company shall not reduce the amount of Registrable Securities included in such registration without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding.

Appears in 2 contracts

Samples: Registration Rights Agreement (ANGI Homeservices Inc.), Registration Rights Agreement

Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock Ordinary Shares giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders Shareholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock Ordinary Shares proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders Shareholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares Ordinary Shares can be sold, then the Company shall include in such registration the maximum number of shares Registrable Securities that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock Ordinary Shares requested to be included by the Company, (ii) second, to Registrable Securities requested by the TPG Stockholders Shareholders to be included in such Piggyback Registration and (iii) third, any shares Ordinary Shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Assurant Inc)

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Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, to Registrable Securities requested by the TPG Stockholders to be included in such Piggyback Registration Registration, pro rata among all such Stockholders on the basis of the number of Registrable Securities held by all such Stockholders, and (iii) third, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many as they may agree.

Appears in 1 contract

Samples: Registration Rights Agreement (Brookdale Senior Living Inc.)

Priority of Securities Offered Pursuant to Piggyback Registration. If the managing underwriter(s) of a registration of shares of Common Stock giving rise to a right to Piggyback Registration shall advise the Company and the Piggyback Stockholders with respect to such Piggyback Registration in writing that, in its good faith opinion, the total number or dollar amount of shares of Common Stock proposed to be sold in such offering and Registrable Securities requested by such Piggyback Stockholders to be included therein, in the aggregate, exceeds the number or dollar amount that can be sold in such offering without having an adverse effect on such offering, including the price at which such shares can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter or agent, as applicable, advises can be so sold without having such adverse effect, allocated (i) first, to shares of Common Stock requested to be included by the Company, (ii) second, if clause (i) above is satisfied, to Registrable Securities requested by the TPG Piggyback Stockholders to be included in such Piggyback Registration Registration, pro rata among all such Piggyback Stockholders on the basis of the number of Registrable Securities held by all such Piggyback Stockholders, and (iii) third, if clauses (i) and (ii) above are satisfied, any shares requested to be included therein by any other Persons (other than the Company), allocated among such Persons on a pro rata basis or in such other many manner as they may agree.

Appears in 1 contract

Samples: Investor Rights Agreement (Granite Point Mortgage Trust Inc.)

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