Priority on Required Registrations. If the managing underwriter shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of shares of Securities requested to be included in such Required Registration exceeds the number that can be sold in such offering within a price range acceptable to the Company (such writing to state the basis of such opinion and the approximate number of shares of Securities that may be included in such offering without such effect), the Company will include in such Required Registration, to the extent of the number of shares of Securities that the Company is so advised can be sold in such offering:
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the public offering contemplated by Section 3.1(b) shall advise Company in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter’s opinion, the amount of securities requested to be included in such Required Registration would adversely affect the public offering and sale (including pricing) of such Registrable Securities (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such public offering without such effect), Company will include in such Required Registration the number of Registrable Securities that the Company is so advised can be sold in such public offering, in the following amounts:
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 2.1(a) shall advise the Company (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, the Company will include in such Required Registration the number of Registrable Securities that the Company is so advised can be sold in such Public Offering in the following amounts:
Priority on Required Registrations. The Company will not include in any registration pursuant to this Section 3.1 any securities that are not Registrable Securities, without the prior written consent of Shareholder. If the managing underwriter (or, if the applicable offering is not an underwritten offering, a nationally recognized independent investment bank selected by the Company) advises the Company that in its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities requested by Shareholder to be included in such offering; (ii) second, securities the Company proposes to sell; and (iii) third, any other securities of the Company that have been requested to be so included.
Priority on Required Registrations. In the event that, in the case of any Required Registration or Marketed Underwritten Take-Down, the managing underwriter for the Public Offering or Marketed Underwritten Take-Down contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter’s opinion, the amount of securities requested to be included in such Required Registration or Marketed Underwritten Take-Down would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, then the Registrable Securities that shall be included in the Required Registration or Marketed Underwritten Take-Down shall be reduced to the extent necessary to avoid such adverse affect and each Stockholder (including the H&F Investors) that requested to include Registrable Securities in such Required Registration or Marketed Underwritten Take-Down shall be entitled to include its pro rata share of such Registrable Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration or Marketed Underwritten Take-Down; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter’s opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.
Priority on Required Registrations. If the managing underwriter shall advise the Parent in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter's opinion, the number of Registrable Securities requested to be included in such Required Registration exceeds the number that can be sold in such offering within the price range acceptable to the Initiating Holder that the Initiating Holder shall furnish to such underwriter upon request (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such offering without such effect), the Parent will include in such Required Registration, to the extent of the number of Registrable Securities that the Parent is so advised by the managing underwriter can be sold in such offering:
Priority on Required Registrations. If the managing underwriter shall advise WRC in writing (with a copy to each holder of Registrable Securities requesting sale) that, in such underwriter’s opinion, the number of Registrable Securities requested to be included in such Required Registration exceeds the number that can be sold in such offering within the price range acceptable to the Initiating Holder that the Initiating Holder shall furnish to such underwriter upon request (such writing to state the basis of such opinion and the approximate number of Registrable Securities that may be included in such offering without such effect), WRC will include in such Required Registration, to the extent of the number of Registrable Securities that WRC is so advised by the managing underwriter can be sold in such offering:
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the Public Offering contemplated by Section 3.1(e) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting a sale) that, in such underwriter's opinion, the amount of securities requested to be included in such Required Registration would adversely affect the Public Offering and sale (including pricing) of such Registrable Securities, the Company shall include in such Required Registration the number of Registrable Securities that the Company is so advised should be sold in such Public Offering, and each Stockholder which requested to include Registrable Securities in such Required Registration shall be entitled to include its pro rata share of Registrable Securities, based upon the number of Registrable Securities requested to be included by such Stockholders in such Required Registration; provided, however, that if such managing underwriter shall advise the Company that, in such underwriter's opinion, the inclusion of Registrable Securities held by Management Stockholders would adversely affect the offering and sale (including pricing) of such securities, then the number of Registrable Securities held by such Management Stockholders to be included in such Public Offering may be disproportionately reduced to avoid such adverse result.
Priority on Required Registrations. If the managing underwriter shall advise the Parent in writing (with a copy to each holder of Warrant Holders Registrable Securities and Trivest Registrable Securities requesting sale) that, in such underwriter’s opinion, the number of shares requested to be included in such Required Registration exceeds the number that can be sold in such offering within a price range acceptable to the Parent (such writing to state the basis of such opinion and the approximate number of shares that may be included in such offering without such effect), then the Warrant Holder Registrable Securities and the Trivest Registrable Securities to be included in such registration shall be allocated among the holders of such Warrant Holder Registrable Securities and Trivest Registrable Securities in proportion to the number of Warrant Holder Registrable Securities and Trivest Registrable Securities each such holder shall have timely requested to be included in such registration.
Priority on Required Registrations. In the event that, in the case of any Required Registration, the managing underwriter for the public offering contemplated by Section
