Underwriter Cutbacks Sample Clauses
The Underwriter Cutbacks clause defines the circumstances under which an underwriter may reduce the number of securities they agree to purchase or distribute in a securities offering. In practice, this clause typically applies when there is an oversubscription or regulatory limits on the amount of securities that can be sold, allowing the underwriter to proportionally allocate shares among participating parties or reduce commitments to comply with such constraints. Its core function is to provide a clear mechanism for adjusting allocations, thereby ensuring fairness and regulatory compliance in the distribution process.
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Underwriter Cutbacks. Notwithstanding the foregoing, if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of the Company's Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Shares as to which registration has been requested under this Section 3.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration:
(i) If the registration is undertaken for the Company’s account: (A) first, the shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sel...
Underwriter Cutbacks. In connection with any exercise of demand registration rights or piggyback registration rights, if the managing underwriter (if applicable) advises Parent in writing that the inclusion of all securities entitled to participate in such offering exceeds the number of securities that can be sold without having a material adverse effect on the success of the offering, then the amount of securities included in the offering will be prioritized in the offering will be prioritized as follows: • In connection with any exercise of piggyback registration rights: • First, to Parent; • Second, to the Investors exercising registration rights, pro rata among all Investors on the basis of the relative number of shares then held by all such Investors; and • Third, to all other holders of securities of Parent requesting to have securities included in such offering, pro rata among all such holders on the basis of the relative number of shares then held by all such holders. • In connection with any exercise of demand registration rights: • First, to the Investors exercising registration rights, pro rata among all Investors on the basis of the relative number of shares then held by all such Investors; • Second, to all other holders of securities of Parent requesting to have securities included in such offering, pro rata among all such holders on the basis of the relative number of shares then held by all such holders; and • Third, to Parent.
Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Registration Statement hereunder:
(A) if (x) the Registration Statement relates to an underwritten offering which includes common equity to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing (with a copy to the Holders and the Other Rights Holders) that the total number of common equity which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Registration Statement and offering for the account of the Holders and the Other Rights Holders, together with the common equity to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect; and
(B) if (x) the Registration Statement relates to an underwritten offering which does not include common equity to be sold for the account of the Company and (y) the managing underwriter advises (in writing) the Holders and the Other Rights Holders who have requested that common equity be included therein that the total number of common equity which the Holders and the Other Rights Holders intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Registration Statement and offering for the accounts of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Registration Statement and offering for the accounts of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriter determines in good faith can be...
Underwriter Cutbacks. In connection with any underwritten offering including Registerable Securities pursuant to Section 2, the Company need not include any Registerable Securities in such underwriting unless the Investors accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity that will not jeopardize the success of such offering as provided in Section 1(d), Section 2(b) and Section 2(c), as applicable. For appointment purposes under Section 1(d), Section 2(b) and Section 2(c) for any selling Investor that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Investor (and the Family Groups of any such partners, retired partners, members and retired members) will be deemed a single “selling Investor” and any pro rata reduction for such “selling Investor” will be based upon the aggregate number of Registerable Securities owned by all Persons included in such “selling Investor” pursuant to this sentence. For purposes of Section 1, a Demand Registration will not be counted as “effected” if, as a result of an underwriter’s cutback under Section 1(d), fewer than fifty percent (50%) of the total number of Registerable Securities requested for registration by the Investors are actually included.
Underwriter Cutbacks. Notwithstanding anything in this Agreement to the contrary and in addition to any other limitations on rights to participate in a Piggyback Registration hereunder, if the managing underwriter of any public offering thereunder advises the Company in writing (with a copy to the Holders and the Other Rights Holders) that the total number of common equity which the Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") intend to include in such offering exceeds the maximum amount of common equity that may be distributed without adversely affecting the price, timing or distribution of the common equity being offered, then the amount of common equity to be included in such Piggyback Registration and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of common equity included in such Piggyback Registration and offering for the account of the Holders and the Other Rights Holders, together with the common equity to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without causing such adverse effect.
Underwriter Cutbacks. (i) In the case of an underwritten offering pursuant to a demand registration under Sections 2(a) and 2(d), if the managing underwriter advises the Purchaser in writing that the inclusion of all Registrable Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of such underwritten offering, then the number of Registrable Securities to be included in such registration shall be allocated in the following order of priority:
(A) First, to the Registrable Securities to be included by the Purchaser;
(B) Second, to the securities to be included by the Company;
(C) Third, to the securities to be included by any third-parties offering securities in the registration;
(ii) In the case of an underwritten offering pursuant to the exercise of piggyback rights under Section 2(f), if the managing underwriter advises the Purchaser in writing that the inclusion of all Registrable Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of such underwritten offering, then the number of Registrable Securities to be included in such registration shall be allocated in the following order of priority:
(A) First, to the securities to be included by the Company;
(B) Second, to the Registrable Securities to be included by the Purchaser;
(C) Third, to the securities to be included by any third-parties offering securities in the registration;
Underwriter Cutbacks. Notwithstanding any other provision of this section, if the registration under Section 15(a) involves an underwritten public offering and the total amount of securities, including the Warrant Shares, requested by stockholders to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Corporation shall be required to include in the offering only that number of such securities, including the Warrant Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering. The securities so included in the offering shall be apportioned in the following order of priority: (A) first, to any stockholder of the Corporation exercising registration rights pursuant to which the Corporation initiated the registration; (B) second, to the Corporation; (C) third, to any stockholder of the Corporation with registration rights superior to those of Holder; and (D) fourth, to the extent additional securities, including the Warrant Shares, may be included in the offering, pro rata among Holder and the other selling stockholders according to the total shares of common stock beneficially owned by Holder and each such stockholder.
Underwriter Cutbacks. If the registration relates to an underwritten public offering and the good faith judgment of the managing underwriter the inclusion of all of the Registrable Securities requested to be registered under this Section 2 would adversely affect the marketing of the shares for which the registration statement was to be filed, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares requested to be registered) among the Holder and, subject to any registration rights existing as of the date of this Agreement, any other holders of Common Stock requesting registration. If the Registrable Securities are to be distributed through such underwriting the Holder shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company.
Underwriter Cutbacks. Notwithstanding any other provision of this Section 17, if any registration provided for in Section 17.1 or 17.2 involves an underwriting and if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, then Holdings shall include in the underwriting only that number of such securities, including Registrable Securities, which the managing underwriter believes will not jeopardize the success of the offering. The securities to be so included will be apportioned, in the case of Section 17.2, pro rata among the securityholders (including the selling holders of
Underwriter Cutbacks. Notwithstanding any other provision of this Section 7, if the registration of which the Company gives notice is for a registered public offering involving an underwriting and the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may exclude all Company Shares from, or limit the number of Company Shares to be included in, the registration and underwriting. To the extent there exist other shares with registration rights having a priority over Investor’s registration rights under this Section 7, Investor acknowledges that the Company Shares may be excluded before such other registration rights having priority registration rights.