Common use of Priority in Piggy-Back Registrations Clause in Contracts

Priority in Piggy-Back Registrations. If any of the Registrable Securities subject to a Piggy-Back Registration are to be sold in a firm commitment underwritten offering (as described in Section 4.1) and the managing underwriter or underwriters advise the Company in writing that, in its or their opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 2.3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter that may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the shares of Common Stock that the Company proposes to sell for its own account, (ii) second, the shares of Common Stock of any other person having a contractual right to have its shares included in such registration, and (iii) third, the Registrable Securities of any Holder of Registrable Securities that are requested to be included in such Piggy-Back Registration. To the extent that shares of Common Stock to be included in the Piggy-Back Registration must be allocated among the Holder(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among the applicable Holder(s) of Registrable Securities based on the number of shares of Common Stock that such Holder(s) of Registrable Securities shall have requested to be included therein.

Priority in Piggy-Back Registrations. If any (i) a registration --------------------------------------------------- pursuant to this Article III involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities subject requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to a Piggy-Back Registration are to be sold in a firm commitment underwritten offering (as described in Section 4.1) state the basis of such belief and the managing underwriter or underwriters advise the Company in writing that, in its or their opinion, the total approximate number of shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 2.3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter that which may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common Stockeffect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and securities proposed to be sold by any Person (other than the Company or Persons with "demand" or similar registration rights that have requested such registration pursuant to a written agreement with the Company) the registration of which shall include have been requested by each holder of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed to be registered by other Persons so included in such registration only such maximum shall be equal to the number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the shares Shares of Common Stock that the Company proposes to sell for its own account, (ii) second, the shares of Common Stock of any other person having a contractual right to have its shares included stated in such registration, and (iii) third, the Registrable Securities of any Holder of Registrable Securities that are requested to be included in such Piggy-Back Registration. To the extent that shares of Common Stock to be included in the Piggy-Back Registration must be allocated among the Holder(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among the applicable Holder(s) of Registrable Securities based on the number of shares of Common Stock that such Holder(s) of Registrable Securities shall have requested to be included thereinmanaging underwriter's letter.

Priority in Piggy-Back Registrations. If any of the Registrable Securities subject to a Piggy-Back Registration are to be sold in a firm commitment underwritten offering (as described in Section 4.1) and the managing underwriter or underwriters of any underwritten offering or, in the case of any offering that is not underwritten, a nationally recognized investment banking firm shall advise the Company (and the Company shall in writing each case so advise each Selling Holder of Registrable Securities requesting registration of such advice in writing) that, in its or their opinion, the total number or type of shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 2.3, exceeds in such registration would materially adversely affect such offering or the maximum number of shares of Common Stock specified by market for the managing underwriter that may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common StockCompany's securities, then the Company shall will include in such registration only such maximum registration, to the extent of the number and type of Registrable Securities which, in securities which the reasonable opinion of such underwriter or underwriters, Company is so advised can be sold in (or during the following order of priority: (itime of) such offering, first, all securities of the shares of Common Stock that Company proposed by the Company proposes to sell be sold for its own account, (ii) or, in the case of a secondary offering made pursuant to demand registration rights granted to any Person other than a holder of Registrable Securities, all securities of the Company that such Person proposes to sell; second, all securities, if any (the shares "Principal Stockholders' Securities"), proposed by the Company to be sold for the account of Common Stock the Principal Stockholders pursuant to the exercise of any other person having a contractual right to have its shares included in such registration, and (iii) their piggy-back registration rights under the Principal Stockholders' Registration Rights agreement; third, the all Registrable Securities of any Holder of Registrable Securities that are Securities, if any, requested to be included in such Piggy-Back Registration. To the extent that shares of Common Stock to be included in the Piggy-Back Registration must be allocated among the Holder(s) of Registrable Securities registration pursuant to clause the Timet Registration Rights Agreement (iii) abovepro rata, such shares shall be allocated pro rata among the applicable Holder(s) of Registrable Securities based on the number of shares of Common Stock that such Holder(s) of Registrable Securities shall have requested to be included thereinby each holder thereunder); fourth, such Registrable Securities requested to be included in such registration pursuant to this Agreement (pro rata, based on the number of Registrable Securities requested to be included by each Selling Holder hereunder) among such Selling Holders; and fifth, all securities of the Company to be sold for the account of a Person other than a holder of Registrable Securities or Principal Stockholder Securities, as the case may be.