Common use of Allocation of Securities Included in Registration Statement Clause in Contracts

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, or any other Persons exercising Additional Piggyback Rights exceeds the highest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 6 contracts

Samples: Registration Rights Agreement (Southeastern Grocers, Inc.), Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.), Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.)

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Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company Splitco that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the CompanySplitco, any Subsidiary, and, in each case, any successor thereto, or any other Persons exercising Additional Piggyback Rights exceeds the highest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company Splitco shall use its reasonable best efforts to include in such underwritten offering:

Appears in 6 contracts

Samples: Joinder Agreement (Cannae Holdings, Inc.), Joinder Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising contractual registration rights (“Additional Piggyback Rights Rights”) exceeds the highest largest number of securities (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 5 contracts

Samples: Joinder Agreement (Oculis Holding AG), Joinder Agreement (Grove Collaborative Holdings, Inc.), Joinder Agreement (EdtechX Holdings Acquisition Corp. II)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 5 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (EWT Holdings I Corp.), Registration Rights Agreement (GMS Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number of securities (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 4 contracts

Samples: Registration Rights Agreement (CompoSecure, Inc.), Joinder Agreement (Roman DBDR Tech Acquisition Corp.), Joinder Agreement (International Money Express, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 4 contracts

Samples: Registration Rights Agreement (Emerald Holding, Inc.), Registration Rights Agreement (Emerald Expositions Events, Inc.), Registration Rights Agreement (Party City Holdco Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights other piggyback registration rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its commercially reasonable best efforts to include in such underwritten offering:

Appears in 2 contracts

Samples: Registration Rights Agreement (MN8 Energy, Inc.), Registration Rights Agreement (MN8 Energy, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable SecuritiesHolders, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its commercially reasonable best efforts to include in such underwritten offering:

Appears in 2 contracts

Samples: Registration Rights Agreement (Alliance Data Systems Corp), Registration Rights Agreement (Loyalty Ventures Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 3.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable SecuritiesStockholder, the CompanyThird Party Stockholder, any Subsidiary, and, in each case, any successor thereto, the Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a3.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating HoldersStockholder, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 2 contracts

Samples: Stockholders’ Agreement (INC Research Holdings, Inc.), Stockholders’ Agreement (INC Research Holdings, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager lead managing underwriter of such offering (the "Manager") shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering registration by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, or any other Persons exercising persons (including those shares of Common Stock requested by the Company and pursuant to Additional Piggyback Rights (each as permitted by the Major Holder)) exceeds the highest largest number (the "Section 2.3(a) 2.1 Sale Number") that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating HoldersMajor Holder, the Company shall use its reasonable best efforts to include in such underwritten offeringregistration:

Appears in 2 contracts

Samples: Registration Rights Agreement (Goldman Sachs Group Inc), Registration Rights Agreement (Goldman Sachs Group Inc)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable SecuritiesHolders, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 2 contracts

Samples: Registration Rights Agreement (Party City Holdco Inc.), Registration Rights Agreement (Party City Holdco Inc.)

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Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable SecuritiesHolders, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 2 contracts

Samples: Form of Registration Rights Agreement (Victoria's Secret & Co.), Registration Rights Agreement (L Brands, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number of securities (the "Section 2.3(a) Sale Number") that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Registration Rights Agreement (International Money Express, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Initiating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Registration Rights Agreement (Education Management Corporation)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, or Company and any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the "Section 2.3(a) Sale Number") that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Initiating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Registration Rights Agreement (Mindray Medical International LTD)

Allocation of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company Parent in good faith that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Parent or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number of securities (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company Parent shall use its reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Joinder Agreement (Petros Pharmaceuticals, Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration made pursuant to Section ‎Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable SecuritiesHolders, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising Additional Piggyback Rights exceeds the highest largest number (the “Section ‎Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its commercially reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Loyalty Ventures Inc.)

Allocation of Securities Included in Registration Statement. (a) If any requested registration or offering made pursuant to Section 2.1 2.01 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, Company or any other Persons exercising contractual registration rights (“Additional Piggyback Rights Rights”) exceeds the highest largest number of securities (the “Section 2.3(a2.03(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

Appears in 1 contract

Samples: Joinder Agreement (Isos Acquisition Corp.)

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