Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If in connection with an ----------------------------------- Underwritten Offering registered pursuant to Section 2, the managing underwriter(s) of such Underwritten Offering informs the Company and the Holders by letter of its belief that the number of securities requested to be included in such Registration Statement exceeds the number which should be sold in such Underwritten Offering, then the Company will include in such Registration Statement, to the extent of the number which the Company is so advised should be sold in such Underwritten Offering, (i) first, all shares of Common Stock proposed to be sold by the Company for its own account and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis of the relative amount of Registrable Shares requested to be included in such Registration Statement; provided that in all cases the Holders of Registrable -------- Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offering.

Priority in Incidental Registration. If in connection with an ----------------------------------- Underwritten Offering registered pursuant to Section 2, the managing underwriter(s) of such Underwritten Offering informs the Company and the Holders by letter of its belief that the number of securities requested to be included in such Registration Statement exceeds the number which should be sold in such Underwritten Offering, then the Company will include in such Registration Statement, to the extent of the number which the Company is so advised should be sold in such Underwritten Offering, (i) first, all shares of Common Stock proposed to be sold by the Company for its own account and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis of the relative amount of Registrable Shares requested to be included in such Registration Statement; provided that in all cases the Holders of Registrable -------- Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offering.

Priority in Incidental Registration. If in connection with an ----------------------------------- Underwritten Offering registered pursuant to Section 2, the managing underwriter(s) of such Underwritten Offering informs the Company and the Holders by letter of its belief that the number of securities requested to be included in such Registration Statement exceeds the number which should be sold in such Underwritten Offering, then the Company will include in such Registration Statement, to the extent of the number which the Company is so advised should be sold in such Underwritten Offering, (i) first, all shares of Common Stock proposed to be sold by the Company for its own account and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis of the relative amount of Registrable Shares requested to be included in such Registration Statement; provided that in all cases the Holders of -------- Registrable -------- Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offering.

Priority in Incidental Registration. If in connection with a Piggyback Registration involves an ----------------------------------- Underwritten Offering registered pursuant to Section 2Offering, and the sole or the lead managing underwriter(s) underwriter, as the case may be, of such Underwritten Offering informs shall advise the Company and MLP in writing on or before the Holders by letter of date ten (10) days prior to the date then scheduled for such offering that, in its belief that opinion, the number amount of securities (including Registrable Securities) requested to be included in such Registration Statement registration exceeds the number amount which should can be sold in such Underwritten Offeringoffering without materially interfering with the successful marketing of the securities being offered, then the Company will MLP shall include in such Registration Statementregistration, to the extent of the number which the Company MLP is so advised should may be sold included in such Underwritten Offering, 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, all shares the number of Common Stock Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder, by (B) the Company for its own account aggregate number of Registrable Securities proposed to be sold by each such Holder in such Piggyback Registration, and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis only if all of the relative amount of Registrable Shares Securities in clause (i) have been included, any other securities requested to be included in such Registration Statement; provided that in all cases the Holders of Registrable -------- Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offeringtherein.