Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a requested registration pursuant to this Section 3.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such requesting holders of Registrable Securities and holders of Common Stock who have piggyback registration rights pursuant to an Other Registration Rights Agreement on the basis of the relative number of shares of Common Stock then held by each such holder. In the event that the number of Registrable Securities and shares of Common Stock of other holders, in each case entitled to registration rights with respect to such Common Stock requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Demand Registrations. If a the requested registration pursuant to this Section 3.2 3.1 involves an underwritten offering offering, and the managing underwriter advises thereof shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, so as to be reasonably likely to have an adverse effect on offering or that the price, timing or distribution inclusion would materially adversely affect the marketing of the securities offered to be sold therein (such writing to state the basis of such opinion and the approximate number of securities which may be included in such offeringoffering without such effect), then the Company will include in such registration registration, to the extent of the number which the Company is advised can be sold in such offering, (a) first, securities of shares of Common Stock the Company which are to be sold by the Company for its own account, (b) second, Registrable Securities requested to be included in such registration whichpursuant to Section 3.1 by the Subscribers (provided, however, that if the Company is so advised that less than all such Registrable Securities can be so sold in such offering, such Registrable Securities shall be included pro rata in proportion to the opinion respective holdings of such managing underwriterRegistrable Securities by the Subscribers, can unless such Subscribers otherwise agree), and (c) third, other securities of the Company to be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such requesting by other security holders of Registrable Securities and holders of Common Stock who have piggyback registration rights pursuant to an Other Registration Rights Agreement on the basis of the relative number of shares of Common Stock then held by each such holder. In the event that the number of Registrable Securities and shares of Common Stock of other holders, in each case entitled to registration rights with respect to such Common Stock requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be soldCompany.