Priority; Registration Form Sample Clauses
The 'Priority; Registration Form' clause establishes the precedence of the registration form over other contractual documents in the event of any conflict or inconsistency. In practice, this means that if there is a discrepancy between the terms listed in the registration form and those in the main agreement or its attachments, the details in the registration form will govern. This ensures that the most specific and up-to-date information provided at the time of registration takes priority, thereby reducing ambiguity and potential disputes over which terms apply.
Priority; Registration Form. If the managing underwriter(s) for a Piggy-back Registration that involves an underwritten offering shall advise ▇▇▇▇ in good faith that, in its opinion, the number of shares of ▇▇▇▇ Common Stock to be sold for the account of persons other than ▇▇▇▇ (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of ▇▇▇▇ and the Holders), then the number of shares of ▇▇▇▇ Common Stock to be sold for the account of Selling Stockholders (including Holders) may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of shares of ▇▇▇▇ Common Stock that may be registered in such Public Offering shall be allocated in the following priority: first, to shares of ▇▇▇▇ Common Stock proposed to be registered for offer and sale by ▇▇▇▇; second, to shares of ▇▇▇▇ Common Stock proposed to be registered pursuant to any demand registration rights of security holders of ▇▇▇▇ other than any Holder; and third, to Registrable Securities proposed to be registered by Holders as a Piggy-back Registration. If the number of Registrable Securities proposed to be registered by Holders as a Piggy-back Registration is reduced pursuant to this Section 3.2, such Registrable Securities included in the Registration Statement shall be allocated pro rata among the Holders participating in the Piggy-back Registration based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such registration.
Priority; Registration Form. If the managing underwriter( s) for a registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise the Corporation in writing in good faith that in its opinion, the number of Registrable Securities to be sold for the account of persons other than the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of the Corporation and the Holder), then the number of Registrable Securities to be sold for the account of Selling Stockholders (including Holder) may be reduced to a number that, in the opinion of the managing underwriter(s ), may reasonably be sold without having the adverse effect referred to above. The reduced number of Registrable Securities that may be registered shall be allocated in the following priority: first, to Registrable Securities proposed to be registered for offer and sale by the Corporation; and second, to Registrable Securities proposed to be registered by Holder as a Piggy-back Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration, based on the number of Registrable Securities beneficially owned by the respective Holders or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 2(b), the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section that the Holder has requested be included, Holder may elect to withdraw its Registrable Securities from the registration.
Priority; Registration Form. If the managing underwriter for a registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise the Company that, in its opinion, the inclusion of the amount of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event that the number of Registrable Securities to be included in any registration is reduced (but not to zero), the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of such New Common Shares each such Holder has requested to be included in such registration. If, as a result of the proration provisions of this Section 3.2, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration.