Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second to holders of securities having demand registration rights and exercising such rights in connection with such registration statement, (iii) third Registrable Securities and (iii) securities of other selling security holders (including Insiders, as defined in the Purchase Agreement) who requested to be included in such registrationregistration on a pari passu basis.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities to holders of securities having demand registration rights and exercising such rights in connection with such registration statement, (iii) third Registrable Securities, and for (iv) fourth to securities of other selling security holders (including officers, directors and 5% stockholders, subject to any lock-up agreements with such persons) who requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first first, securities proposed by the Company to be sold for its own account, and (ii) second second, Registrable Securities and (iii) third, securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the in any underwritten offering contemplated by this Section 3 2.3.2.1 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the ------------------------------------- underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the an underwritten offering contemplated by this Section 3 Article 4 shall inform the Company and holders of the Registrable Securities requesting such registration by letter Investor of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first first, securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities second, securities to be sold by holders of securities having demand registration rights and exercising such rights in connection with such registration statement (iii) third, Registrable Securities proposed to be sold by the Investor and (iv) fourth, securities of to be sold by other selling security holders requested to be included in such registrationholders.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 Article III shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration. Notwithstanding any other provision of this Agreement to the contrary, with respect to the exercise of rights pursuant to this Article III, the Investor shall be subordinate to those of the RAM Investors.

Priority in Incidental Registrations. If the managing underwriter of the an underwritten offering contemplated by this Section 3 shall inform informs the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested requesting to be included in such registrationregistration if they hold registration rights senior to those of the Investor, and (iii) third Registrable Securities.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 3.1 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform 3.1 informs the Company and holders of the Registrable Securities requesting such registration by letter of its belief Investor in writing that the managing underwriter believes that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then the Company will include in such registration, up to the extent number of the number securities which the Company is so advised by the managing underwriter can be sold in such offering, (i) first first, securities proposed by the Company to be sold for its own account, ; and (ii) second Registrable Securities second, a pro rata portion of the securities for which registration was requested by the Investor and (iii) of all other registrable securities of the Company of other selling security holders requested to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter of the underwritten offering contemplated by this Section 3 2 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then 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) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.