Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. Except for shares of Common Stock required to be included pursuant to the piggyback registration rights under the Other Registration Rights Agreements[PLEASE PROVIDE COPIES TO US], the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Stockholder. If a Demand Registration relates to an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the Stockholder without adversely affecting the marketability of the offering, the Company shall include in such registration the maximum number of Registrable Securities and such other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, with such number to be allocated first, and prior to the inclusion of any securities which are not Registrable Securities, to the Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (SCG Financial Acquisition Corp.), Common Stock Purchase Agreement (SCG Financial Acquisition Corp.)

Priority on Demand Registration. Except for shares of Common Stock required to be included pursuant to the piggyback registration rights under the Other Registration Rights Agreements[PLEASE PROVIDE COPIES TO US], the The Company shall not include in any Demand Registration that is a firmly underwritten offering any securities which are not Registrable Securities without the prior written consent of the Stockholderholders of a majority of the Registrable Securities included in such registration. If a Demand Registration relates to is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the a price range acceptable to the Stockholder without adversely affecting the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company shall include in such registration prior to the maximum inclusion of any securities which are not Registrable Securities the number of Registrable Securities and such other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, with pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such number to be allocated first, and prior to the inclusion of any securities which are not Registrable Securities, to the Registrable Securitiesholder.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp)

Priority on Demand Registration. Except for shares of Common Stock required to be included pursuant to the piggyback registration rights under the Other Registration Rights Agreements[PLEASE PROVIDE COPIES TO US]Agreements, the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Stockholder. If a Demand Registration relates to an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the Stockholder without adversely affecting the marketability of the offering, the Company shall include in such registration the maximum number of Registrable Securities and such other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, with such number to be allocated first, and prior to the inclusion of any securities which are not Registrable Securities, to the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (SCG Financial Acquisition Corp.)

Priority on Demand Registration. Except for shares of Common Stock required to be included pursuant to the piggyback registration rights under the Other Registration Rights Agreements[PLEASE PROVIDE COPIES TO US], the The Company shall not include ------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Stockholderholders of a majority of the Registrable Securities included in such registration. If a Demand Registration relates to is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the a price range acceptable to the Stockholder without adversely affecting the marketability holders of a majority of the offeringRegistrable Securities to be included in such registration therein, the Company shall include in such registration prior to the maximum inclusion of any securities which are not Registrable Securities the number of Registrable Securities and such other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, with pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such number to be allocated first, and prior to the inclusion of any securities which are not Registrable Securities, to the Registrable Securitiesholder.

Appears in 1 contract

Sources: Registration Agreement (Zefer Corp)

Priority on Demand Registration. Except for shares of Common Stock required to be included pursuant to the piggyback registration rights under the Other Registration Rights Agreements[PLEASE PROVIDE COPIES TO US], the The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Stockholderholders of a majority of the Registrable Securities requesting such registration. If a Demand Registration relates to is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the Stockholder holders of a majority of the requesting Registrable Securities, without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the maximum inclusion of any securities which are not Registrable Securities, the number of Registrable Securities and such other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, with such number pro rata among the holders of Registrable Securities to be allocated first, and prior to included in such registration on the inclusion basis of any securities which are not the amount of Registrable Securities, to the Registrable SecuritiesSecurities owned by each such holder.

Appears in 1 contract

Sources: Merger Agreement (SCG Financial Acquisition Corp.)