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

Priority in Piggy-Back Registrations. If (i) a registration pursuant to Article 3 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Holder by letter of its belief that the distribution of all or a specified number of such Warrant Shares 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 state the basis of such belief and the approximate number of such Warrant Shares which may be distributed without such effect), then the Company may, upon written notice to the Holder, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Warrant Shares and securities proposed to be sold by any Person other than the Company the registration of which shall have been requested by the Holder and each security holder so that the resultant aggregate number of such securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to Article 3 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Holder Holders by letter of its belief that the distribution of all or a specified number of such Warrant Shares 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 state the basis of such belief and the approximate number of such Warrant Shares which may be distributed without such effect), then the Company may, upon written notice to the HolderHolders, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Warrant Shares and securities proposed to be sold by any Person other than the Company Other Stockholder the registration of which shall have been requested by the Holder Holders and each security holder Other Stockholder so that the resultant aggregate number of such securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Article 3 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 such Company holders of the Company and the Holder Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Warrant Shares 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 state the basis of such belief and the approximate number of such Warrant Shares Registrable Securities which may be distributed without such effect), then the Company underwriter may, upon written notice to the Holderall 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 Warrant Shares and securities proposed to be sold by any Person other than the Company the registration each holder of which shall have been requested by the Holder and each security holder Registrable Securities so that the resultant aggregate number of such securities Registrable Securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Article 3 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 the Holder Stockholder Representative by letter of its belief that the distribution of all or a specified number of such Warrant Shares 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 state the basis of such belief and the approximate number of such Warrant Shares Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to the HolderStockholder Representative, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Warrant Shares Registrable Securities and securities proposed to be sold by any Person person other than the Company the registration of which shall have been requested by the Holder each holder of Registrable Securities and each security holder person other than the Company so that the resultant aggregate number of such securities Registrable Securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter.