Underwriter Cutbacks definition

Underwriter Cutbacks means any reduction in the number of shares suggested by any managing underwriter to be included in a registration under a Registration Statement based upon the guidance in this Section 13(p). In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1 to include any of the Stockholders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders); provided, that any such cutback will be effected in accordance with the priorities established by Section 1(c); provided further that in no event shall the amount of securities of the selling Stockholders included in the offering be reduced below 30% of the total amount of securities included in such offering.
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Underwriter Cutbacks shall have the meaning assigned in Section 2.01(g).
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Underwriter Cutbacks. In the event that there are cutbacks in the total number of shares in an offering, shares will be included in the following priority: - For a demand exercised by the Group PT Stockholders, first priority will be allocated among the Stockholders, with the Group PT Stockholders allocated 66 2/3% of the offering and other Groups of Stockholders allocated to 33 1/3% of the offering as set forth below. Second priority will be allocated to the Company. - For a demand exercised by any other Group of Stockholders, first priority will allocated among all Stockholders choosing to participate therein as set forth below. Second priority will be to the Company. - For a registration on behalf of the Company, the first priority will be the Company. Second priority will be to Stockholders as set forth below. Cutback Allocation When any cutback needs to be allocated among the Stockholders (or any Group of Stockholders), such portion shall be allocated among such Stockholders (or Group of Stockholders) irrespective of the Group of Stockholders making a demand, pro rata based on the number of Registrable Securities that each Stockholder requests be included in the registration statement; provided that the Groups of Stockholders described in "Other" below will not be entitled to more than 1/3 the Registrable Securities in a registration (other than a registration pursuant to their demand) in which cutbacks apply. Delay and Suspension; The Company will be entitled to delay the Spacing of Demands: filing of a registration statement, or delay or suspend its effectiveness, if necessary to avoid material adverse disclosure; provided that the Company shall not be entitled to delay filing or delay or suspend the effectiveness of registrations for more than an aggregate of 120 days in any twelve month period. No new demand for registration may be made prior to the 90th day following the termination of effectiveness of the previous registration statement.
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Examples of Underwriter Cutbacks in a sentence

  • 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.

  • Shelf Takedowns will not be subject to Underwriter Cutbacks; provided, that if a Participating Holder proposes to piggyback on a shelf takedown by the Company under a registration statement other than the Shelf Registration Statement provided for the Participating Holders hereunder, Section 2.01(g) shall apply, including the Underwriter Cutbacks.

  • The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities, including Registrable Securities, requested to be included in such registration by such Persons.

  • The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities (including Registrable Securities) requested to be included in such registration by such Persons.