Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company for its own account or the account of a security holder or holders, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, in each case subject to any further reduction in the number of Registrable Securities included in such offering in accordance with registration rights associated with any other securities of the Company existing on the date hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Rimini Street, Inc.), Registration Rights Agreement (Rimini Street, Inc.), Registration Rights Agreement (Rimini Street, Inc.)

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Priority on Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company for its own account or the account of a security holder or holdersCompany, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Registrable Securities Holders on the basis of the number of Registrable Securities then owned by each such holderHolder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, in each case subject to any further reduction in the number of Registrable Securities included in such offering in accordance with registration rights associated with any other securities of the Company existing on the date hereof.

Appears in 3 contracts

Samples: Registration Rights Agreement (Medpace Holdings, Inc.), Registration Rights Agreement (Cinven Capital Management (V) General Partner LTD), Registration Rights Agreement (Medpace Holdings, Inc.)

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