Common use of Priority in Piggy-Back Registration Rights Clause in Contracts

Priority in Piggy-Back Registration Rights. If a registration pursuant to this Section 3 involves an underwritten offering and the managing or lead underwriter or underwriters advises the Company in writing (a copy of which shall be provided by the Company to each Participating Holder) that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range reasonably acceptable to the Company, the Company shall include in such registration the number of securities that the Company is so advised can be sold in such offering determined as follows: (i) If the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be included by the Company, (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder, and (z) third, the securities of other Persons requested to be included in such registration, and (ii) If the registration is a secondary registration on behalf of a Person or Persons other than a Holder, (x) first, the securities proposed to be registered by such other Person or Persons, and (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders, on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder.

Priority in Piggy-Back Registration Rights. If a registration pursuant to this Section 3 involves an underwritten offering and the managing or lead underwriter or underwriters advises the Company in writing (a copy of which shall be provided by the Company to each Participating Holder) that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range reasonably acceptable to the Company, the Company shall include in such registration registration, the number of securities that the Company is so advised can be sold in such offering determined as follows: (i) If the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be included by the Company, (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder, and (z) third, the securities of other Persons requested to be included in such registration, and (ii) If the registration is a secondary registration on behalf of a Person or Persons other than a Holder, (x) first, the securities proposed to be registered by such other Person or Persons, and (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders, on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder.

Priority in Piggy-Back Registration Rights. If a registration pursuant to this Section 3 3.2 involves an underwritten offering and the managing or lead underwriter or underwriters advises the Company in writing (a copy of which shall be provided by the Company to each Participating Holder) that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range reasonably acceptable to the Company, the Company shall include in such registration registration, the number of securities that the Company is so advised can be sold in such offering determined as follows: (i) If the registration is a primary registration on behalf of the Company, (xw) first, the securities proposed to be included by the Company, (x) second, if the securities proposed to be registered are the Senior Subordinated Notes Warrants or shares of Common Stock issuable upon exercise thereof, then such Senior Subordinated Notes Warrants or such shares, (y) secondthird, the Participating Registrable Securities requested to be included in such registration by the Participating Holders on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder, and (z) thirdfourth, the securities of other Persons requested to be included in such registration, and (ii) If the registration is a secondary registration on behalf of a Person or Persons other than a Holder, (xA) first, the securities proposed to be registered by such other Person or Persons, and (yB) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders, on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder.Registrable

Priority in Piggy-Back Registration Rights. If a registration pursuant to this Section 3 1.2 involves an underwritten offering and the managing or lead underwriter or underwriters advises the Company in writing (a copy of which shall be provided by the Company to each Participating Holder) that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range reasonably acceptable to the Company, the Company shall include in such registration registration, up to the number of securities that the Company is so advised can be sold in such offering determined as follows: offering, (i) If if the registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be included by the Company, and (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder, and (z) third, the securities of other Persons requested to be included in such registration, and each pro rata in accordance with the number of Registrable Securities so requested to be included and the number of securities proposed to be included by such other Persons, respectively, and (ii) If if the registration is a secondary registration on behalf of a Person or Persons other than a Holder, (x) first, the securities proposed to be registered by such other Person or Persons, Persons and (y) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders, on a each pro rata basis based on in accordance with the number of Participating securities proposed to be registered by such Person or Persons and the number of Registrable Securities so requested to be included in such registration by each Participating Holderincluded, respectively.

Priority in Piggy-Back Registration Rights. If a registration pursuant to this Section 3 3.2 involves an underwritten offering and the managing or lead underwriter or underwriters advises the Company in writing (a copy of which shall be provided by the Company to each Participating Holder) that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range reasonably acceptable to the Company, the Company shall include in such registration registration, the number of securities that the Company is so advised can be sold in such offering determined as follows: (i) If the registration is a primary registration on behalf of the Company, (xw) first, the securities proposed to be included by the Company, (x) second, if the securities proposed to be registered are the Senior Subordinated Notes Warrants or shares of Common Stock issuable upon exercise thereof, then such Senior Subordinated Notes Warrants or such shares, (y) secondthird, the Participating Registrable Securities requested to be included in such registration by the Participating Holders on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder, and (z) thirdfourth, the securities of other Persons requested to be included in such registration, and (ii) If the registration is a secondary registration on behalf of a Person or Persons other than a Holder, (xA) first, the securities proposed to be registered by such other Person or Persons, and (yB) second, the Participating Registrable Securities requested to be included in such registration by the Participating Holders, on a pro rata basis based on the number of Participating Registrable Securities requested to be included in such registration by each Participating Holder.