Priority on Demand Registration definition

Priority on Demand Registration. With respect to any Demand Registration of Registrable Securities to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to holders of its Shares (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and permit all such holders who request to be included in the Demand Registration to include any or all Shares held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advise the holders of Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other Shares (other than Registrable Securities) will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities included in such Demand Registration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without adversely affecting the success of such offering, allocated pro rata among the holders of Registrable Securities on the basis of the amount of Registrable Securities requested to be included therein by each such holder.
Sample 1

Related to Priority on Demand Registration

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Demand Registrations has the meaning set forth in Section 2(a).

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.

  • Long-Form Registration has the meaning set forth in Section 2(a).

  • Demand Request shall have the meaning set forth in Section 2.1.

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • S-3 Registration has the meaning set forth in Section 4 hereof.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Short-Form Registration has the meaning set forth in Section 2.01(a).

  • Long-Form Registrations has the meaning set forth in Section 2(a).

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Short-Form Registrations has the meaning set forth in Section 2(a).

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Piggyback means the document attached to this solicitation and entitled South Carolina Standard Amendment To End User License Agreements For Commercial Off- The-Shelf Software – Single Agency, which serves as South Carolina's standard amendment to a licensor's standard software licensing agreement (regardless of how denominated, e.g., master software licensing agreement, end user license agreement) for COTS. [Note: While the piggyback is generally indicative of what the District finds acceptable, terms in a Licensor’s standard software licensing agreement may need to be negotiated.]

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.