Marketing Restrictions. 7.1 If: (a) Lilly requests registration of Common under SECTION 2 of this Agreement, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) Lilly, (ii) the Holders, (iii) the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority: (i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements; (ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register; (iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register. (iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register; (v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register; (vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and (vii) SEVENTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above). 7.2 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
Appears in 1 contract
Marketing Restrictions. 7.1 10.1 If:
(a) Lilly requests 10.1.1 a registration of Common is to be made pursuant to a registration notice under SECTION 2 Section 3 or Section 4 of this Agreement, and;
(b) 10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering, ; and
(c) 10.1.3 the managing underwriters of such public offering furnish a written opinion determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares of Common Stock (as specified in such opiniona written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lilly, (ii) the Holders, (iii) the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to Securities shall be included thereinreduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata basis, up to second by excluding the Underwriter Maximum (after taking into account Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and fifth by excluding the Series E Registrable Securities of the Holders requesting registration on a pro rata basis; provided, however, that such number of shares of securities Registrable Securities shall not be reduced if any shares are to be sold pursuant included in such underwriting for the account of the Company or any person other than the Holders, and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among by the holders managing underwriters.
10.2 If:
10.2.1 any Holder requests registration of Registrable Securities under Section 5 of this Agreement;
10.2.2 the offering proposed to be made is to be an underwritten public offering; and
10.2.3 the managing underwriters of such Registrable public offering determine that the total amount of Common Stock on to be included in such offering would exceed the basis maximum amount of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of such Common Stock and without materially and adversely affecting such offering, then the number of shares of Registrable Stock owned by such holders Securities shall be entitled to participate, with further successive reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata allocations among basis, second by excluding the holders Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Stock if any Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and fifth by excluding the Series E Registrable Securities of the Holders requesting registration on a pro rata basis; provided, however, that such holder has requested the registration number of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or the Holders; and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration up under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above)managing underwriters.
7.2 10.3 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to SECTION 2 Section 5 of this Agreement, the Company shall not be required to include any of the Registrable Stock Securities of a holder Holder in such offering unless such holder Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the outstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Argos Therapeutics Inc)
Marketing Restrictions. 7.1 If:
If (ai) Lilly any Holder of Registrable Securities requests registration of Common Registrable Securities under SECTION 2 of this AgreementSection 2.1 or 2.2, and
(bii) the offering proposed to be made is to be an underwritten public offering, and
offering and (ciii) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such Common securities and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lillythe Company, (ii) the Holders, (iii) Holders of Registrable Securities and the holders of other Securities securities having the right to include such Securities securities in such registration and (iv) of the Company to participate in such offering shall be in as follows: If such registration shall have been proposed by the following order of priority:
Company, (i) FIRSTthe Company shall be entitled to participate in such registration first; and (ii) then Holders of Registrable Securities and other holders of securities of the Company shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder and other holders of securities (on an as converted basis) and in accordance with other relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (1i) if the Holders of Registrable Securities shall be entitled to participate in such registration was not initiated (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company as a primary registration, then and other security holders of the Person or Persons requesting Company entitled to participate will be entitled to participate in such registration pursuant to a Demand Registration (with the holders of such Person or Persons shall be securities being entitled to participate in accordance with the relative priorities, if any, that as shall exist among them), subject in each case with further pro rata allocations to the limitation extent any such person has requested registration of fewer securities than such person is entitled to have registered so that a the number of shares securities to be included in such registration will not exceed the Maximum Amount. If such registration shall have been requested by the holders of Investor Registrable Stock other securities pursuant to a right granted by the Company to request such registration, (as i) the holders requesting such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum registration shall also be entitled to participate therein, in such registration (with such shares of Investor Registrable Stock holders being allocated pro rata entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; and (ii) then the Holders of Investor Registrable Stock owned by such HoldersSecurities, and (2) if the Company has initiated such registration as a primary registration, then and other holders of securities of the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
in such registration (ii) SECOND, pro rata based on the number of shares of Investor Registrable Common Stock requested to be included thereinheld by each Holder, up the Company and other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the remainder extent any such person has requested registration of fewer securities than such Underwriter Maximum (after taking into account person is entitled to have registered so that the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included in such registration up will not exceed the Maximum Amount; and no securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering capital stock for sale to the Underwriter Maximum (public at large) until the expiration of 90 days after taking into account the securities to be sold effective date of the Registration Statement in which Registrable Securities were included pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above).
7.2 In connection with any offering involving an underwriting of Registrable Stock pursuant Section 2.2 or such shorter period as may be acceptable to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by Holders of a majority of the CompanyRegistrable Securities who may be participating in such offering.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Merit Partners LLC)
Marketing Restrictions. 7.1 10.1 If:
(a) Lilly requests 10.1.1 a registration of Common is to be made pursuant to a registration notice under SECTION 2 Section 3 or Section 4 of this Agreement, and;
(b) 10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering, ; and
(c) 10.1.3 the managing underwriters of such public offering furnish a written opinion determine that the total amount of Securities Common Stock to be included in such offering would exceed the maximum number of shares of Common Stock (as specified in such opiniona written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lilly, (ii) the Holders, (iii) the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to Securities shall be included thereinreduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata basis, up to second by excluding the Underwriter Maximum (after taking into account Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, provided, however, that such number of shares of securities Registrable Securities shall not be reduced if any shares are to be sold pursuant included in such underwriting for the account of the Company or any person other than the Holders, and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among by the holders managing underwriters.
10.2 If:
10.2.1 any Holder requests registration of Registrable Securities under Section 5 of this Agreement;
10.2.2 the offering proposed to be made is to be an underwritten public offering; and
10.2.3 the managing underwriters of such Registrable public offering determine that the total amount of Common Stock on to be included in such offering would exceed the basis maximum amount of Common Stock (as specified in a written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of such Common Stock and without materially and adversely affecting such offering, then the number of shares of Registrable Stock owned by such holders Securities shall be entitled to participate, with further successive reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata allocations among basis, second by excluding the holders Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and third by excluding the Series C Registrable Stock if any Securities of the Holders requesting registration on a pro rata basis, provided, however, that such holder has requested the registration number of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or the Holders; and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration up under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above)managing underwriters.
7.2 10.3 In connection with any offering involving an underwriting of Registrable Common Stock pursuant to SECTION 2 Section 5 of this Agreement, the Company shall not be required to include any of the Registrable Stock Securities of a holder Holder in such offering unless such holder Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the outstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Argos Therapeutics Inc)
Marketing Restrictions. 7.1 8.1 If:
(a) Lilly requests two or more Holders simultaneously seek to make a Demand Registration pursuant to a registration of Common notice under SECTION 2 of this Agreement, and
(b) the offering proposed to be made by the Holders for whom such registration is to be made is to be an underwritten public offering, and
(c) the managing underwriter or underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) Lilly, (ii) the all demanding Holders, (iii) of the holders of other Securities having the right to include such Securities Common in such registration and (iv) of the Company registration, to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal requested to 35% of be included therein up to the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(ii) SECOND, the number of shares of CTRC Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock to be sold pursuant to (i) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of
(iii) THIRD, the number of shares of Management Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock and CTRC Registrable Stock to be sold pursuant to (i) and (ii) above) allocated pro rata among the Holders of such Management Registrable Stock on the basis of the number of shares of Management Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock it is entitled to register; and
(iv) FOURTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the Registrable Stock to be sold pursuant to clauses (i) through (iii) above) shall be entitled to participate.
8.2 If:
(a) any Holder of Registrable Stock requests registration of Registrable Stock under SECTION 3 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten public offering, and
(c) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the Underwriter Maximum, then the rights of the Holders, of the holders of other Securities having the right to include such Securities in such registration and of the Company to participate in such offering shall be as follows:
(2i) if the Company has initiated such registration as offering is not a primary registrationDemand Registration of Registrable Stock and is the Company's first registered offering of its equity to the public, then participation shall be in the following order of priority:
(A) FIRST, the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(B) SECOND, the number of shares of Investor Registrable Stock requested to be included therein up to the Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(C) THIRD, the number of shares of CTRC Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) and (B) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock that it is entitled to register; and
(D) FOURTH, the number of shares of Management Registrable Stock and Vector Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares to be sold pursuant to (A), (B) and (C) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock it is entitled to register; and
(E) FIFTH, all other holders of Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by each of them;
(ii) in all other events, participation shall be in the following order of priority:
(A) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons
(B) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (iA) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iiiC) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (iA) and (iiB) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(ivD) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), A) (iiB) and (iiiC) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;registration
(vE) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities and Registrable Stock to be sold pursuant to clauses (iA), (iiB), (iii), (iv), (vC) and (viD) above).
7.2 8.3 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 3 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder Holder in such offering unless such holder Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
Appears in 1 contract
Marketing Restrictions. 7.1 (a) If:
(ai) Lilly any Shareholder requests registration of Common any of the Stock Consideration under SECTION 2 Section 3(a) of this Agreement, and
(bii) the offering proposed to be made is to be an underwritten public offering, and
(ciii) the managing underwriter or underwriters of such public offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number of shares of Common the securities (as specified in a written opinion of the managing underwriter or underwriters of such opinionpublic offering furnished to LifeQuest) which can be marketed at a price reasonably related to the current market value of such Common securities and without otherwise materially and adversely affecting such offering (the "Underwriter ----------- Maximum"), then the rights of (i) Lilly, (ii) the Holders, (iii) the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
(i) FIRSTSelling Shareholders, (1) if such registration was not ------- initiated by LifeQuest as a primary registration, shall be entitled to participate in such relative proportions as all holders of shares participating in such offering may agree or, in the Company absence of such agreement, each Selling Shareholder shall be entitled to participate in the same proportion as the number of shares proposed to be offered by such Selling Shareholder bears to the Underwriter Maximum, and (2) if LifeQuest has initiated such registration
as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company LifeQuest shall be entitled to participate up to the full number of shares of stock which the Company LifeQuest deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock Selling Shareholders if any such Holder of Investor Registrable Stock Selling Shareholder has requested the registration of fewer than all of such shares of Investor Registrable the Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it Consideration he is entitled to register.
(ivb) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above).
7.2 In connection with any offering involving an underwriting of Registrable any of the Stock Consideration pursuant to SECTION 2 Section 3(b) of this Agreement, the Company LifeQuest shall not be required to include any of the Registrable Stock Consideration of a holder Selling Shareholder in such offering unless such holder Selling Shareholder agrees to the terms of the underwriting agreed to between the Company LifeQuest and the underwriter or underwriters selected by the CompanyLifeQuest.
Appears in 1 contract
Sources: Registration Rights Agreement (Dexterity Surgical Inc)
Marketing Restrictions. 7.1 If:
If (ai) Lilly any Holder of Registrable Securities requests registration of Common Registrable Securities under SECTION 2 of this AgreementSection 2.1 or 2.2, and
(bii) the offering proposed to be made is to be an underwritten public offering, and
offering and (ciii) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such Common securities and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lillythe Company, (ii) the Holders, (iii) Holders of Registrable Securities and the holders holder of other Securities securities having the right to include such Securities securities in such registration and (iv) of the Company to participate in such offering shall be in as follows: If such registration shall have been proposed by the following order of priority:
Company, (i) FIRSTthe Company shall be entitled to participate in such registration first; (ii) then Holders of Registrable Securities under this Agreement shall be entitled to participate in such registration (pro rata based on the number of Registrable Securities held by each) and (iii) other security holders of the Company shall be entitled to participate in such registration (pro rata based on the number of securities held by each security holder and in accordance with the relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (1i) if the Holders of Registrable Securities shall be entitled to participate in such registration was not initiated (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company as a primary registration, then and other security holders of the Person or Persons requesting Company entitled to participate will be entitled to participate in such registration pursuant to a Demand Registration (with the holders of such Person or Persons shall be securities being entitled to participate in accordance with the relative priorities, if any, that as shall exist among them), subject in each case with further pro rata allocations to the limitation that a number extent any such person has requested registration of shares of Investor Registrable Stock (as fewer securities than such term person is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, have registered so that the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included in such registration up to will not exceed the Underwriter Maximum (after taking into account Amount. If such registration shall have been requested by the holders of other securities to be sold pursuant to clauses a right granted by the Company to request such registration, (i) the holders requesting such registration shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), ; (ii) then the Holders of Registrable Securities shall be entitled to participate in accordance with the number of shares held by them (pro rata based on the number of Registrable Securities held by each), ; and (iii), (iv), (v) and (vi) above).
7.2 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between then the Company and other security holders of the underwriter or underwriters selected by the Company.Company entitled to participate will be entitled to participate
Appears in 1 contract
Sources: Registration Rights Agreement (Racing Champions Corp)
Marketing Restrictions. 7.1 8.1 If:
(a) Lilly requests There is to be a registration of Common under SECTION 2 or SECTION 3 of this Agreement, ; and
(b) the offering proposed to be made is to be an underwritten public offering, ; and
(c) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) Lillythe Stockholders, (ii) the Holders, (iii) the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN Holders of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Lilly Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Lilly Stock on the basis of the number of shares of Lilly Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Lilly Stock if any such holder has requested the registration of fewer than all of such shares of Lilly it is entitled to register; and
(vii) SEVENTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above) allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and;
(viiviii) SEVENTHEIGHTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v), (vi) and (vivii) above).
7.2 8.2 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
Appears in 1 contract
Marketing Restrictions. 7.1 If8.1 Notwithstanding any other provision of this Agreement, if:
(a) Lilly requests registration two or more Holders of Common simultaneously seek to make a Demand Registration pursuant to a registration notice under SECTION 2 of this Agreement or under the Prior Agreement, and
(b) the offering proposed to be made by the Holders of Common for whom such registration is to be made is to be an underwritten public offering, and
(c) the managing underwriter or underwriters of such public offering furnish a written opinion to the Company and PRN that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) Lilly, (ii) the Holders, (iii) the all holders of other Securities having the right to include such Securities Common in such registration and (iv) of the Company registration, to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by the Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons shall be entitled to participate in accordance with the relative priorities, if any, that shall exist among them, subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, therein up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such HoldersHolders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(iiiii) THIRDSECOND, the number of shares of CTRC Registrable Stock ( (as such term is defined in the Prior Agreement) requested to be included therein, up to such the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such HoldersHolders shall be entitled to participate, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.;
(iviii) FOURTHTHIRD, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above).
7.2 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.be
Appears in 1 contract
Marketing Restrictions. 7.1 9.1 If:
(a) Lilly a registration is to be made pursuant to a registration notice under Section 2 or Section 3 of this Agreement, and
(b) the offering proposed to be made by the Investor or Investors for whom such registration is to be made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Investors, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: each Investor and the Holder of Series A Preferred shall be entitled to participate in such offering to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, or of the aggregate number of shares of Registrable Common that all such Investors and the Holder of Series A Preferred shall have requested to be registered, whichever is less, PRO RATA among themselves in accordance with their respective Applicable Percentage (as defined below) of the maximum number of shares of Common requested to be registered by the Investors and Holder of Series A Preferred; and Second: once each Investor and the Holder of Series A Preferred have each received its respective Minimum Proceeds all Holders shall be entitled to participate PRO RATA in accordance with their respective Applicable Percentage of the maximum number of shares of Common requested to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter.
9.2 If:
(a) any Holder of Registrable Common requests registration of Registrable Common under SECTION 2 Section 4 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering furnish a written opinion that offering, the total amount of Securities securities to be included in such offering would exceed the maximum number amount of shares of Common (as specified in such opinion) Securities which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lilly, (ii) the Holders, (iii) of the holders of other Securities having the right to include such Securities in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
(i) FIRST, (1) if such registration was not initiated by : First: the Company shall be entitled to include such shares of Common as a primary registration, it wishes to include in the offering; and then Second: each Investor and the Person or Persons requesting such registration pursuant to a Demand Registration Holder of such Person or Persons Series A Preferred shall be entitled to participate in such offering to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, PRO RATA among themselves in accordance with their respective Applicable Percentage (as defined below) of the relative priorities, if any, that shall exist among them, subject to the limitation that a maximum number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock Common requested to be included therein, up to registered by the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Investors and Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participate, with further successive pro rata allocations among the holders of Registrable Stock if any such holder has requested the registration of fewer than all of such shares of Registrable Stock it is entitled to registerSeries A Preferred; and
(vii) SEVENTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above).
7.2 In connection with any offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the Company shall not be required to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
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Marketing Restrictions. 7.1 9.1 If:
(a) Lilly a registration is to be made pursuant to a registration notice under Section 2, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter.
9.2 If:
(a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration of Common under SECTION 2 Section 4 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering furnish a written opinion that offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")offering, then the rights of (i) Lilly, (ii) the Holders, (iii) of the holders of other Securities having the right to include such Securities Common in such registration and (iv) of the Company to participate in such offering shall be in the following order of priority:
: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Common that the Holders desire to include in such offering has been so included pursuant to this Agreement, and provided further that the Company may assign to Persons (iother than Holders) FIRSTholding Common the right to include such Persons' Common in the offering, (1) if such registration was not initiated up to a maximum of 10% of the Common otherwise proposed to be included by the Company as a primary registration, under this paragraph First; and then Second: the Person or Persons requesting such registration pursuant to a Demand Registration of such Person or Persons Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the relative priorities, if any, that shares of Registrable Common which each such Holder shall exist among them, subject have requested to be registered until each such Holder has had the limitation that opportunity to sell a number of shares of Investor Registrable Stock (as such term is defined in the Prior Agreement) Common equal to 35% of such cost basis divided by the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among offering price; and then Third: the Holders of Investor Registrable Stock owned by such Holders, and (2) if the Company has initiated such registration as a primary registration, then the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of in such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated offering pro rata among themselves in accordance with the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the remaining number of shares of Registrable Stock Common which each such Holder shall have requested to be included therein, up to the Underwriter Maximum (after taking into account the registered; and then Fourth: if such maximum number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among Common exceeds the holders of such Registrable Stock on the basis of the aggregate number of shares of Registrable Stock owned by Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate, with further successive participate pro rata allocations among in accordance with the holders number of Registrable Stock if shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any such holder has requested Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration of fewer than all of such shares of Registrable Stock it is entitled to register; and
(vii) SEVENTH, other securities requested to be included statement filed in connection with such registration up or such earlier time consented to by the Underwriter Maximum (after taking into account the securities to be sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above)managing underwriter.
7.2 9.3 In connection with any offering involving an underwriting of Registrable Stock Common pursuant to SECTION 2 Section 4 of this Agreement, the Company shall not be required to include any of the Registrable Stock Common of a holder Holder in such offering unless such holder Holder agrees to the terms of the underwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
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Marketing Restrictions. 7.1 If:
If (ai) Lilly a Holder of Registrable Securities requests registration of Common under SECTION 2 of this AgreementRegistrable Securities as contemplated by Section 2.2 or Section 2.3, and
(bii) the offering proposed to be made is to be an underwritten public offeringUnderwritten Offering, and
and (ciii) the managing underwriters of such public offering furnish a written are of the opinion that the total amount of Securities securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum")Maximum Amount, then the rights of (i) Lilly, (ii) the Holders, (iii) Holders of Registrable Securities and the holders of other Securities securities having the right to include such Securities securities in such registration and such Underwritten Offering shall be as follows:
(iva) of If such Underwritten Offering shall have been proposed by the Company, (a) the Company shall be entitled to participate in such offering Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate shall be entitled to participate in such Underwritten Offering (pro rata based on the following order number of priority:shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(ib) FIRSTIf such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) if the Holders of Registrable Securities shall be entitled to participate in such registration was not initiated Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company as a primary registration, will be entitled to participate in such Underwritten Offering and (3) then the Person or Persons requesting such registration other security holders of the Company, if any, entitled to participate pursuant to a Demand Registration any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such Person or Persons shall be securities being entitled to participate in accordance with the relative priorities, if any, that as shall exist among them), subject in each case with further pro rata allocations to the limitation extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that a the number of shares securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of Investor Registrable Stock (as such term is defined in the Prior Agreement) equal other securities pursuant to 35% of the Underwriter Maximum shall also be entitled to participate therein, with such shares of Investor Registrable Stock being allocated pro rata among the Holders of Investor Registrable Stock owned a right granted by such Holders, and (2) if the Company has initiated to request such registration as a primary registrationUnderwritten Offering, then (A) the Company holders requesting such Underwritten Offering shall be entitled to participate up in such registration (with such holders being entitled to participate in accordance with the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
relative priorities, if any, as shall exist among them) first; (iiB) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (i) above) allocated pro rata among then the Holders of such Investor Registrable Stock on Securities, the basis Company and other holders of securities of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is Company entitled to register;
(iii) THIRD, the number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold participate pursuant to clauses (i) any other agreement between the Company and (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of such Registrable Stock on the basis of the number of shares of Registrable Stock owned by such holders shall be entitled to participateparticipate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further successive pro rata allocations among to the holders of Registrable Stock if extent any such holder person has requested the registration of fewer securities than all of such shares of Registrable Stock it person is entitled to register; and
(vii) SEVENTH, other have registered so that the number of securities requested to be included in such registration up to will not exceed the Underwriter Maximum Amount; and
(after taking into account d) no securities (issued or unissued) other than those registered and included in the securities to Underwritten Offering shall be sold offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to clauses (i), (ii), (iii), (iv), (vregistrations on Form S-4 or Form S-8 or any successor form or forms) and (vi) above).
7.2 In connection with any offering involving an underwriting until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Stock Securities were included pursuant to SECTION 2 of this Agreement, the Company shall not Section 2.3 or such shorter period as may be required acceptable to include any of the Registrable Stock of a holder in such offering unless such holder agrees to the terms of the underwriting agreed to between the Company and the underwriter Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or underwriters selected series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the Companydesignated representative of the Apollo Group, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the designated representative of the Saratoga Group and ▇▇▇▇ will be the designated representative of the ▇▇▇▇ Group.
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