Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then the Company will include in such registration: (i) first, that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "“Underwriter's ’s Maximum Number"”) could successfully be included in such Incidental Registration, then the Company will include in such registration: (i) first, that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's ’s Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's ’s Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then the Company will include in such registration: : (i) first, that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and and (ii) secondii)second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If a Piggyback Registration involves an Incidental Registration is an underwritten registration initiated by the CompanyUnderwritten Offering, and the sole or the lead managing underwriters underwriter, as the case may be, of such Underwritten Offering shall give written advice advise the MLP in writing on or before the date ten (10) days prior to the Company date then scheduled for such offering that, in their its opinion, market conditions dictate that no more than a specified maximum number the amount of securities (the "Underwriter's Maximum Number"including Registrable Securities) could successfully requested to be included in such Incidental Registrationregistration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered, then the Company will MLP shall include in such registration: , to the extent of the number which the MLP is so advised may be included in such offering without such effect (subject to the Investors' pro rata allocation rights set forth in the Investors Registration Rights Agreement and the Founders' allocation rights set forth in the Founders Registration Rights Agreement) (i) first, that the number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration therein by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an allocated pro rata basis with among such Holders and based, for each such selling Holder, on the other requesting Holders. In addition, all Holders whose percentage derived by dividing (A) the number of Registrable Securities were not proposed to be sold by such Holder, by (B) the aggregate number of Registrable Securities proposed to be sold by each such Holder in such Piggyback Registration, and (ii) second, only if all of the Registrable Securities in clause (i) have been included, any other securities requested to be included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreementtherein.

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "“Underwriter's ’s Maximum Number"”) could successfully be included in such Incidental Registration, then the Company will include in such registration: (i) first, that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's ’s Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's ’s Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's ’s request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If a Piggyback Registration involves an Incidental Registration is an underwritten registration initiated by the CompanyUnderwritten Offering, and the sole or the lead managing underwriters underwriter, as the case may be, of such Underwritten Offering shall give written advice advise the MLP in writing on or before the date ten (10) days prior to the Company date then scheduled for such offering that, in their its opinion, market conditions dictate that no more than a specified maximum number the amount of securities (the "Underwriter's Maximum Number"including Registrable Securities) could successfully requested to be included in such Incidental Registrationregistration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered, then the Company will MLP shall include in such registration: , to the extent of the number which the MLP is so advised may be included in such offering without such effect (subject to the Investors’ pro rata allocation rights set forth in the Investors Registration Rights Agreement and the Founders’ allocation rights set forth in the Founders Registration Rights Agreement) (i) first, that the number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration therein by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an allocated pro rata basis with among such Holders and based, for each such selling Holder, on the other requesting Holders. In addition, all Holders whose percentage derived by dividing (A) the number of Registrable Securities were not proposed to be sold by such Holder, by (B) the aggregate number of Registrable Securities proposed to be sold by each such Holder in such Piggyback Registration, and (ii) second, only if all of the Registrable Securities in clause (i) have been included, any other securities requested to be included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreementtherein.

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then the Company will include in such registration: then: (i) first, the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and and (ii) second, the Company will be obligated and required to include in such registration that number of shares of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number shares held by other holders of securities which of the Company is entitled to include therein pursuant to clause (i) aboveparticipate in such Incidental Registration. If less than all of the Registrable Securities or shares held by other holders entitled to participate in such registration requested to be included in any such registration by the Holders holders of such securities can be so included due to these priority requirements, then each requesting Holderholder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in and holders of securities of the Incidental Registration as requested as a result of this Section 2(f), shall have the right Company having rights to participate in one (1) additional such Incidental Registration in accordance with the terms of this Agreementon a pro rata basis.

Priority in Incidental Registration. If an Incidental Registration ----------------------------------- is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then then: (i) the Company will shall be entitled to include in such registration: (i) first, registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and and (ii) second, the Company will be obligated and required to include in such registration that number of shares of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder hereunder, by holders having registration rights pursuant to another registration rights agreement with the Company or by Xxxx Xxxx to be included in such registration and which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) aboveabove and such number of shares shall be allocated pro rata between the -------- Holders, any other such holders, and Xxxx Xxxx on the basis of the number of shares requested to be included therein by the Holders, on the one hand, and such other holders, and Xxxx Xxxx on the other hand. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If an Incidental ----------------------------------- Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then then: (i) the Company will shall be entitled to include in such registration: (i) first, registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and and (ii) second, the Company will be obligated and required to include in such registration that number of shares of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder or by holders having registration rights pursuant to another registration rights agreement with the Company to be included in such registration and which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) aboveabove and such number of shares shall be allocated pro rata between the Holders and any other such holders on the basis of the number of shares requested to be included therein by the Holders, on the one hand, and such other holders, on the other hand. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.