Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If a registration pursuant to this Agreement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company, Holder and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, all the securities the Company proposes to sell for its own account, (ii) second, a number of such securities equal to the number, in the opinion of such underwriters, which can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among Holder and other persons having similar registration rights on the basis of the relative number of securities Holder and other persons have requested or are required to be included in such registration.

Priority in Incidental Registration. If a registration pursuant to this Agreement involves an underwritten or "best efforts offering and the managing underwriter or agent advises the Company in writing that, in its opinion, the number of securities which the Company, Holder and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, all the securities the Company proposes to sell for its own account, (ii) second, a number of such securities equal to the number, in the opinion of such underwritersunderwriters or agents, which can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among Holder and other persons having similar registration rights on the basis of the relative number of securities Holder and other persons have requested or are required to be included in such registration.