Common use of Priority for Piggyback Registration Clause in Contracts

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Agreement, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will shall not be permitted to include include, in the aggregate, any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the CompanyCompany (the “Maximum Offering Amount”). The Company will be obligated to include in such Registration Statement, as to each Holder, Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersHolders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Agreement, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersHolders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Agreement, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which that the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersHolders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that, pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1II, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities will may not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will must include in such Registration Statement, as to each Participating Holder, only a portion of the Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Participating Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersParticipating Holders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1II, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Participating Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities will shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a portion of the total number of securities that can be included in such Registration Statement in excess of those being offered by Company that is equal to the ratio of the number of Registrable Securities such Participating Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersParticipating Holders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Section 5, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Participating Holders in writing that the inclusion of all Registrable Securities securities proposed to be included by the Participating Holders of Registrable Securities securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Participating Holders of Registrable Securities will shall not be permitted to include any Registrable Securities securities in excess of the amount, if any, of Registrable Securities securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the account of the Company. The Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a that portion of the Registrable Securities securities such Participating Holder has requested be registered equal to the product of (i) the total number of securities which the managing underwriter agrees to include in the public offering for the account of all Participating Holders and (ii) the ratio which such Participating Holder’s requested Registrable Securities securities bears to the total number of Registrable Securities securities requested to be included in such Registration Statement by all HoldersParticipating Holders who have requested that their securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Agreement, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities will shall not be permitted to include include, in the aggregate, any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the CompanyCompany (the "MAXIMUM OFFERING AMOUNT"). The Company will be obligated to include in such Registration Statement, as to each Holder, Statement only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersHolders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 12, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all HoldersHolders who have requested that their Registrable Securities be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1ARTICLE I, if in its good faith view, the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Piggyback Holders in writing that the inclusion of all Registrable Securities and Registrable Preferred proposed to be included by the Piggyback Holders of Registrable Securities in such the underwritten public offering would materially significantly and adversely interfere with the successful marketing of the Company’s securitiessecurities covered by the applicable Registration Statement, then the Piggyback Holders of Registrable Securities will shall not be permitted to include any Registrable Securities or Registrable Preferred in excess of the amount, if any, of Registrable Securities which and Registrable Preferred that the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the account of the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the In no event shall any Registrable Securities or Registrable Preferred be excluded from such Holder has requested be registered equal to offering unless all other stockholders’ securities are similarly excluded. It is acknowledged by the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Section 3, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders in writing that the inclusion of all Registrable Securities Warrant Shares proposed to be included by the Holders of Registrable Securities Warrant Shares in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will Warrant Shares shall not be permitted to include any Registrable Securities Warrant Shares in excess of the amount, if any, of Registrable Securities which Warrant Shares that the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. The Subject to the immediately preceding sentence, the Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a portion of the Registrable Securities Warrant Shares such Participating Holder has requested be registered equal to the ratio which that such Participating Holder’s requested Registrable Securities Warrant Shares bears to the total number of Registrable Securities Warrant Shares requested to be included in such Registration Statement by all HoldersParticipating Holders who have requested that their Warrant Shares be included in such Registration Statement. Pursuant It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s 's securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s 's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Execution Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Exhibit 10.6 Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1Agreement, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders Holder in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities Holder in such the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will Holder shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which that the managing underwriter of such underwritten public offering will shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the CompanyCompany and/or the Other Stockholders. The Company will be obligated to include in such Registration Statement, as to each the Holder, only a portion of the Registrable Securities such the Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number shares of Registrable Securities Common Stock requested to be included in such Registration Statement by all HoldersPersons other than the Company and the Other Stockholders who have requested that their shares of Common Stock be included in such Registration Statement. Pursuant The Holder acknowledges that pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will shall be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.:

Priority for Piggyback Registration. Notwithstanding any other provision of this Article 1, if the managing underwriter of an underwritten public offering determines in good faith and advises the Company and the Holders that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in such offering would materially and adversely interfere with the successful marketing of the Company’s securities, then the Holders of Registrable Securities will not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such offering will reasonably and in good faith agree in writing to include in such offering in addition to the amount of securities to be registered for the Company. The Company will include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders. Pursuant to the foregoing provision, the securities to be included in a registration initiated by the Company will be allocated: (i) first, to the Company; (ii) second, pari passu to the Holders; and (iii) third, to any others requesting registration of securities of the Company.