Common use of Primary Registrations Clause in Contracts

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Grantor, and if the underwriter thereof advises the Grantor in writing that in its opinion the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Grantor, then the Grantor will include in such registration statement first, the securities that the Grantor proposes to sell and second, the securities requested to be included in such registration statement by selling securityholders, such right to inclusion being apportioned pro rata among the Optionee and the other holders of any other securities requesting registration according to the market value of Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor in writing that the distribution of the Shares being included in the registration statement concurrently with the securities being registered by the Grantor would materially adversely affect the distribution of such securities by the Grantor, then the Optionee shall delay its offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the Grantor's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the Grantor, managing underwriter and Optionee shall otherwise agree. In the event of such delay, the Grantor shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Grantor, the underwriter and the Optionee. Notwithstanding the foregoing, the Grantor shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i) if, in the opinion of counsel for both the Grantor and Optionee, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the GrantorCompany, and if the underwriter thereof advises the Grantor Company in writing writing, that in its Its opinion the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Grantorcompany, then the Grantor Company will include in such registration statement first, the securities that the Grantor Company proposes to sell and second, the securities requested to be included in such registration statement by selling securityholdersSecurityholders, such right to inclusion being apportioned pro rata among the Optionee Warrant Holder and the other holders of any other securities requesting registration according to the market value of Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor Company in writing that the distribution of the Shares being included in the registration statement concurrently with the securities being registered by the Grantor Company would materially adversely affect the distribution of such securities by the GrantorCompany, then the Optionee Warrant Holder shall delay its offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the GrantorCompany's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the GrantorCompany, managing underwriter and Optionee Warrant Holder shall otherwise agree. In the event of such delay, the Grantor Company shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee Warrant Holder to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the GrantorCompany, the underwriter and the OptioneeWarrant Holder. Notwithstanding the foregoing, the Grantor Company shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i7 (a) (i) if, in the opinion of counsel for both the Grantor Company and OptioneeWarrant Holder, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.

Primary Registrations. If a Piggyback Registration Statement is an underwritten primary registration on behalf of the GrantorGuarantor, and if the underwriter thereof advises the Grantor Guarantor in writing that in its opinion the number of Shares Registrable Securities requested to be included in such registration statement Registration Statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the GrantorGuarantor, then the Grantor Guarantor will include in such registration statement Registration Statement first, the securities that the Grantor Guarantor proposes to sell and second, the securities Registrable Securities requested to be included in such registration statement by selling securityholdersRegistration Statement, such right to inclusion being any sales of which shall apportioned pro rata among the Optionee Holders and the other holders of any other securities requesting registration according to the market value amounts of Shares Registrable Securities and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor Guarantor in writing that the distribution of the Shares being Registrable Securities requested to be included in the registration statement Registration Statement concurrently with the securities being registered by the Grantor Guarantor would materially adversely affect the distribution of such securities by the GrantorGuarantor, then the Optionee Holder shall delay its offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the GrantorGuarantor's registration statement, Registration Statement; or (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the GrantorGuarantor, the managing underwriter and Optionee the Holder shall otherwise agree, provided that if a delay imposed on the officers, directors or principal shareholders of the Guarantor for whom shares have been registered for sale under the Registration Statement is less restrictive than the foregoing, the less restrictive delay shall apply to the Holder as well. In the event of such delay, the Grantor Guarantor shall file such supplements and post-effective amendments and take any such other actions steps as may be reasonably necessary or appropriate to permit such Optionee the Holder to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the GrantorGuarantor, the underwriter and the Optionee. Notwithstanding the foregoing, the Grantor shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i) if, in the opinion of counsel for both the Grantor and Optionee, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities ActHolder.

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the GrantorCompany, and if the underwriter thereof advises the Grantor Company in writing writing(, that in In its opinion the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting affecting,, the distribution of such securities by the Grantorcompany, then the Grantor Company will include in such registration statement first, the securities that the Grantor Company proposes to sell and second, the securities requested to be included in such registration statement by selling securityholdersSecurityholders, such right to inclusion being apportioned pro rata among the Optionee Warrant Holder and the other holders of any other securities requesting registration according to the market value of Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor Company in writing that the distribution of the Shares being included in the registration statement concurrently with the securities being being- registered by the Grantor Company would materially adversely affect the distribution of such securities by the GrantorCompany, then the Optionee Warrant Holder shall delay its offering and sale for such period ending ending,, on the earliest of (a) 180 days following the effective date of the GrantorCompany's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the GrantorCompany, managing underwriter and Optionee Warrant Holder shall otherwise agree. In the event of such delay, the Grantor Company shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee Warrant Holder to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the GrantorCompany, the underwriter and the OptioneeWarrant Holder. Notwithstanding Notwithstanding, the foregoing, the Grantor Company shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i7 (a) (i) if, in the opinion of counsel for both the Grantor Company and OptioneeWarrant Holder, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.,

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the GrantorCompany, and if the underwriter thereof advises the Grantor Company in writing that in its opinion the number of Warrant Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the GrantorCompany, then the Grantor Company will include in such registration statement first, the securities that the Grantor Company proposes to sell and second, the securities requested to be included in such registration statement by selling securityholders, such right rights to inclusion being apportioned pro rata among the Optionee Registered Holder and the other holders of any other securities requesting registration according to the market value of Warrant Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor Company in writing that the distribution of the Warrant Shares being included in the registration statement concurrently with the securities being registered by the Grantor Company would materially adversely affect the distribution of such securities by the GrantorCompany, then the Optionee Registered Holder shall delay its offering and sale for such period ending on the earliest of (a) 180 one hundred eighty (180) days following the effective date of the GrantorCompany's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the GrantorCompany, managing underwriter and Optionee Registered Holder shall otherwise agree. In the event of such delay, the Grantor Company shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee Registered Holder to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Grantor, the underwriter and the Optionee. Notwithstanding the foregoing, the Grantor shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i) if, in the opinion of counsel for both the Grantor and Optionee, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.party

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Grantor, and if the underwriter thereof advises the Grantor in writing that in its opinion the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Grantor, then the Grantor will include in such registration statement first, the securities that the Grantor proposes to sell and second, the securities requested to be included in such registration statement by selling securityholders, such right to inclusion being apportioned pro rata among the Optionee and the other holders of any other securities requesting registration according to the market value of Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor in writing that the distribution of the Shares being included in the registration statement concurrently with the securities being registered by the Grantor would materially adversely affect the distribution of such securities by the Grantor, then the Optionee shall delay its offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the Grantor's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the Grantor, managing underwriter and Optionee shall otherwise agree. In the event of such delay, the Grantor shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Grantor, the underwriter and the Optionee. Notwithstanding the foregoing, the Grantor shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i) if, in the opinion of counsel for both the Grantor and Optionee, all ail of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.

Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the GrantorCompany, and if the underwriter thereof advises the Grantor Company in writing writing, that in its Its opinion the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting affecting,, the distribution of such securities by the Grantorcompany, then the Grantor Company will include in such registration statement first, the securities that the Grantor Company proposes to sell and second, the securities requested to be included in such registration statement by selling securityholdersSecurityholders, such right to inclusion Inclusion being apportioned pro rata among the Optionee Warrant Holder and the other holders of any other securities requesting registration according according- to the market value of Shares and other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor Company in writing that the distribution of the Shares being being- included in the registration statement concurrently with the securities being registered by the Grantor Company would materially adversely affect the distribution of such securities by the GrantorCompany, then the Optionee Warrant Holder shall delay its offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the GrantorCompany's registration statement, (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the GrantorCompany, managing underwriter and Optionee Warrant Holder shall otherwise agree. In the event of such delay, the Grantor Company shall file such supplements and post-effective amendments and take any such other actions as may be necessary or appropriate to permit such Optionee Warrant Holder to make its proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the GrantorCompany, the underwriter and the OptioneeWarrant Holder. Notwithstanding Notwithstanding,, the foregoing, the Grantor Company shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i7 (a) (i) if, in the opinion of counsel for both the Grantor Company and OptioneeWarrant Holder, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.

Primary Registrations. If a Piggyback Registration registration statement is filed with respect to an underwritten primary registration on behalf of the Grantor, and if the underwriter thereof advises the Grantor in writing that that, in its opinion opinion, the number of Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Grantorunderwriter, then the Grantor will include in such registration statement first, the securities that the Grantor proposes to sell and second, the securities Shares requested to be included in such registration statement statement, to the extent permitted by selling securityholders, such right to inclusion being underwriter. Any sales of Shares shall be apportioned pro rata among the Optionee and the other holders of any other securities requesting registration pursuant to registration rights according to the market value amounts of Shares and such other securities requested to be registered. Notwithstanding the above, if any such underwriter shall advise the Grantor in writing that the distribution of the Shares being requested to be included in the registration statement concurrently with the securities being registered by the Grantor would materially adversely affect the distribution of such securities by the Grantor, then the Optionee shall delay its his offering and sale for such period ending on the earliest of (a) 180 days following the effective date of the Grantor's registration statement, statement or (b) the earliest date that, in the opinion of such underwriter, such adverse effect would no longer be caused, or (c) such date as the Grantor, managing underwriter and Optionee shall otherwise agree. In the event of such delay, the Grantor shall file such supplements and supplements, post-effective amendments and take any such other actions steps as may be necessary or appropriate to permit such Optionee to make its his proposed offering and sale for a period of at least ninety (90) days commencing immediately following the end of such period of delay. If any party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Grantor, the underwriter and the Optionee. Notwithstanding the foregoing, the Grantor shall not be required to include Shares within the coverage of a registration statement being filed pursuant to this Paragraph 7(a)(i) if, in the opinion of counsel for both the Grantor and Optionee, all of the Shares proposed to be registered may be immediately transferred pursuant to the provisions of Rule 144 under the Securities Act.