Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the largest number which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) if the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be registered by the Company, (y) second, the Registrable Shares pro rata in accordance with the numbers of securities requested to be included by all Holders of Registrable Shares, and (z) third, securities of other Persons requested to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons, and (ii) if the registration is a secondary registration on behalf of other Persons, the Registrable Shares and securities of the other Persons included in such registration pro rata in accordance with the numbers of securities requested to be included by the holders of Registrable Shares and the numbers of other securities proposed to be registered by the other Persons. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the largest number which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, offering (i) if the registration is a primary registration on behalf of the Company, (xA) first, the securities proposed to be registered by the Company, and (yB) second, the Registrable Shares and the securities held by other Persons requested to be included in such registration pro rata in accordance with the numbers of securities requested to be included by all Holders of Registrable Shares, Shares and (z) third, securities of other Persons requested requesting to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons, included; and (ii) if the registration is a secondary registration on behalf of other Persons, the Registrable Shares and securities of the other Persons included in such registration pro rata in accordance with the numbers of securities requested to be included by the holders of Registrable Shares and the numbers of other securities proposed to be registered by the other Persons. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the largest number which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, offering (i) if the registration is a primary registration on behalf of the Company, (xA) first, the securities proposed to be registered by the Company, and (yB) second, the Registrable Shares and the securities held by Other Holders requested to be included in such registration pro rata in accordance with the numbers of securities requested to be included by all Holders of Registrable Shares, Shares and (z) third, securities of other Persons requested Other Holders requesting to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons, included; and (ii) if the registration is a secondary registration on behalf of other PersonsOther Holders, the Registrable Shares and securities of the other Persons Other Holders included in such registration pro rata in accordance with the numbers of securities requested to be included by the holders Holders of Registrable Shares and the numbers of other securities proposed to be registered by the other PersonsOther Holders. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the largest number which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) if the registration is a primary registration on behalf of the Company, Company (xw) first, the securities proposed to be registered by the Company, (yx) second, the Registrable Shares which are shares of Common Stock pro rata in accordance with the number of such securities requested to be included by all Holders of Registrable Shares, (y) third, the Registrable Shares which are shares of Preferred Stock, pro rata in accordance with the numbers of such securities requested to be included by all Holders of Registrable Shares, and (z) thirdfourth, securities of other Persons requested to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons, and (ii) if the registration is a secondary registration on behalf of other Persons, the Registrable Shares and securities of the other Persons included in such registration pro rata in accordance with the numbers of securities requested to be included by the holders of Registrable Shares and the numbers of other securities proposed to be registered by the other Persons. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).Registrable