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

Priority in Piggy-Back Registrations. If (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 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 state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), 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 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 shall be equal to the number of Units stated in such managing underwriter's letter.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Article III Section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, registered 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 Holder (if any Registrable Securities requesting Shares held by the Holder have been requested to be included in such registration underwritten offering) by letter of its belief that the distribution of all or a specified number of such the Registrable Securities Shares requested to be included 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 the Registrable Securities Shares requested to be included which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securitiesthe 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 the Registrable Securities and securities proposed Shares, if any, requested 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 have been requested by each holder of Registrable Securities and each Person included so that the resultant aggregate number of such the Registrable Securities and securities proposed Shares requested to be registered by other Persons so included that will be included in such registration shall be equal to the number of Units shares stated in such managing underwriter's letter; provided, however, that the priority in such registration shall be as follows, (i) first, securities offered for the account of the Company or, if such registration is for a security holder exercising a contractual request for registration, then securities offered for the account of such security holder, and (ii) second, the Registrable Shares on a proportional basis.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Article III SECTION 2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, the Company will, if requested by any Holder and subject to the provisions of this SECTION 2, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Shares to be offered and sold by such Holder among the securities 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 transactionunderwriters. Notwithstanding anything to the contrary, and (ii) if the managing underwriter or underwriters of such underwritten offering shall shall, in writing, inform the Company and holders of the Registrable Securities Holders requesting such registration by letter and the holders of any of the Company's other securities which shall have exercised registration rights in respect of such underwritten offering of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) 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 Registrable Securities which may be distributed without such effect)offering, then the Company maywill be required to include in such registration statement only the amount of securities that it is so advised should be included in such registration. In such event securities shall be registered in such offering in the following order of priority: (i) first, 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 that the Company or Persons with "demand" or similar registration rights proposes to register and the securities that have requested such registration pursuant to a written agreement with the Company) the registration of which shall have been requested to be included in such registration by each holder such Holders (PRO RATA on the amount of Registrable Securities and each Person so that the resultant aggregate number of such Registrable Securities and securities proposed sought to be registered by other Persons so the Company and such Holders) and (ii) second, the securities that have been requested to be included in such registration shall by Persons (other than Holders) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (PRO RATA on the amount of securities sought to be equal registered by such other Persons). The Company hereby agrees that it will not grant any registration rights to any other Person which would give such Person priority senior to, or on parity with, the number priority of Units stated in such managing underwriter's letterthe Holders set forth above.

Priority in Piggy-Back Registrations. If (i) a registration pursuant to this Article III Section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, registered 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 Holder's Representative (if any Registrable Securities requesting Shares held by the Holder have been requested to be included in such registration underwritten offering) by letter of its belief that the distribution of all or a specified number of such the Registrable Securities Shares requested to be included 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 the Registrable Securities Shares requested to be included which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securitiesthe Holder's 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 the Registrable Securities and securities proposed Shares, if any, requested 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 have been requested by each holder of Registrable Securities and each Person included so that the resultant aggregate number of such the Registrable Securities and securities proposed Shares requested to be registered by other Persons so included that will be included in such registration shall be equal to the number of Units shares stated in such managing underwriter's letter.; provided, however, that the priority in such registration shall be subject to the following restriction. The parties who received Common Stock of the Company are divided into two classes: (1) former creditors, and (ii) former stockholders of the Seller. See Attachment 1 hereto. To the extent that there is a limit on the number of shares that can be registered, such shares shall be registered in