Cutbacks in Piggyback Registrations. Anything in section 3.1 to the contrary notwithstanding, with respect to any registration pursuant to which shares are registered pursuant to this section 3 that is being effected by one or more underwriters, such underwriters shall be designated by the Company and approved by a majority in interest of the Persons selling Registrable Securities and Other Securities (which approval shall not be unreasonably withheld), and if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Registrable Securities and Other Securities proposed to be included in such registration would adversely affect the offering and sale of all such securities, then all securities proposed to be sold by the Company for its own account shall be included in such registration to the extent possible and the number of Registrable Securities and Other Securities proposed to be included in such registration shall be reduced pro rata based upon the number of shares of Common Stock owned by each such Person (other than the Company) and its affiliates (or that each such Person and its affiliates have the right to acquire) at the time of such registration.
Cutbacks. See “Cutbacks” under “Piggyback Rights.”
Cutbacks. If the managing underwriter advises the Company and Purchaser in writing that in its good faith judgment the number of securities requested to be included in such registration exceeds the number of securities that can be sold in such offering, then the number of Registrable Securities requested to be included in such registration shall be reduced to that number of Registrable Securities which in the good faith judgment of the managing underwriter can be sold in the offering.
Examples of Cutbacks in a sentence
Cutbacks for each stockholder tendering Shares will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by a stockholder to the total number of Shares properly tendered and not properly withdrawn by all stockholders in the Offer.
Cutbacks for each stockholder tendering Shares will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by a stockholder to the total number of Shares held by that stockholder.
The Underwriter Cutbacks described in the immediately preceding clause (y) shall be allocated pro rata among the participating Persons, including the Holder, on the basis of the number of securities requested to be included in such registration by such Persons.
The Company represents and warrants that Cutbacks will not apply with respect to at least 3,552,146 Initial Registrable Securities and that not fewer than 3,552,146 shares of Initial Registrable Securities must be included for registration in the Initial Registration Statement.
Cutbacks in defense spending by the federal and foreign governments has adversely impacted many of the companies engaged in the aerospace and arms/defense sectors of the manufacturing industry.
More Definitions of Cutbacks
Cutbacks. If a registration by the Company of its securities involves an underwritten offering, and the managing or lead underwriter or underwriters shall advise the Company in writing (a copy of which shall be provided by the Company to the Noteholders), that in its or their opinion, the number of Registrable Securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Company, then the Company shall allocate the securities to be included in such registration as follows: First, the Company shall be entitled to include all of the securities that they have proposed to be included, and second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the Noteholders shall be entitled to participate in that registration pro rata among any shares of Registrable Securities that the Noteholders requested for inclusion in the incidental registration (or on such other proportion mutually agreed by the Noteholders).
Cutbacks in Piggyback Registrations. Anything in Section 3.1 to the contrary notwithstanding, with respect to any registration pursuant to which shares are registered pursuant to this Section 3 that is being effected by one or more underwriters, such underwriters shall be designated by the Company and if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Registrable Securities and Other Securities proposed to be included in such registration would adversely affect the offering and sale of all such securities, then all securities proposed to be sold by the Company for its own account, if any, shall be included in such registration to the extent possible and the number of Registrable Securities and Other Securities proposed to be included in such registration shall be reduced pro rata based upon the total number of shares of Common Stock owned by each such Person (other than the Company) and its affiliates (or that each such Person and its affiliates have the right to acquire) at the time of such registration. Notwithstanding the foregoing, the Stockholder's Piggyback Registration Right in such an underwriting shall be subordinated to those of current holders of the MCY's securities which were granted similar piggyback registration rights prior to September 29, 2000.
Cutbacks in Demand Registrations. With respect to any registration pursuant to this section 2 that is being effected by one or more underwriters such underwriters shall be designated by the Company and approved by a majority in interest or the Holders selling Registrable Securities and Other Securities (which approval shall not be unreasonably withheld), and the Company may include in such registration any Other Securities; provided, however, that, anything to the contrary in section 2.1 notwithstanding, if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Registrable Securities and Other Securities proposed to be included in such registration would adversely affect the offering and sale of all such securities, then the number of Registrable Securities and Other Securities proposed to be included in such registration shall be reduced pro rata based upon the number of shares of Common Stock owned by each such Person and its affiliates (or that each such Person and its affiliates have the right to acquire) at the time of such registration.
Cutbacks in Piggyback Registrations. Anything in Section 3.1 to the contrary notwithstanding, with respect to any registration pursuant to which shares are registered pursuant to this Section 3 that is being effected by one or more underwriters, such underwriters shall be designated by the Company and if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Registrable Securities and Other Securities proposed to be included in such registration would adversely affect the offering and sale of all such securities, then all securities proposed to be sold by the Company for its own account, if any, shall be included in such registration to the extent possible and the number of Registrable Securities and Other Securities proposed to be included in such registration shall be reduced pro rata based upon the total number of shares of Common Stock owned by each such Person (other than the Company) and its affiliates (or that each such Person and its affiliates have the right to acquire) at the time of such registration.
Cutbacks in Demand Registrations. With respect to any registration pursuant to this section 2 that is being effected by one or more underwriters, such underwriters shall be designated by the Company and approved by a majority in interest of the Holders selling Registrable Securities and the other stockholders of the Company selling Other Securities in such registration (voting together as a single class) (which approval shall not be unreasonably withheld), and the Company may include in such registration any Other Securities; provided, however, that, anything to the contrary in section 2.1 notwithstanding, if any managing underwriter for the public offering contemplated by such registration advises the Company in writing that, in such firm's good faith opinion, the inclusion of all Registrable Securities and Other Securities proposed to be included in such registration would adversely affect the offering and sale of all such securities, then the number of Registrable Securities and Other Securities proposed to be included in such registration shall be reduced pro rata based upon the number of shares of Common Stock owned by each such Person and its affiliates (or that each such Person and its affiliates have the right to acquire) at the time of such registration.
Cutbacks. If a registration by NTL of its securities involves an underwritten offering, and the managing or lead underwriter or underwriters shall advise NTL in writing (a copy of which shall be provided by NTL to the Purchaser), that in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to NTL, then NTL shall allocate the securities to be included in such registration as follows: First, NTL shall be entitled to include all of the securities that they have proposed to be included, and second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the Purchaser shall be entitled to participate in that registration on a basis no less favorable than any other holder of NTL's securities. EXHIBIT C FORM OF OPINION OF SKADDEN, ARPS, SLATE XXXXXXX & XXXX LLP
Cutbacks. If a holder of warrants or warrant shares has requested that its shares be registered incidental to the registration of other shares, that holder's may be excluded from registration if: