Common use of Priority in Piggyback Registration Clause in Contracts

Priority in Piggyback Registration. If, in connection with the first underwritten public offering undertaken after the date hereof, the managing underwriter of such underwritten offering (after determining in good faith and for valid business or marketing reasons) shall inform ESAN by letter of its opinion that the number of Registrable Securities requested to be included in such registration would, in its opinion, have a material adverse effect on the marketability of the offering or the price at which such securities can be sold, and ESAN has so advised the Requesting Holders in writing, then ESAN shall include in such registration, to the extent of the number which ESAN is so advised can be sold in (or during the time of) such offering, all securities proposed by ESAN as so advised can be sold for its own account and all Registrable Securities requested to be included in such registration pursuant to this Section 2, allocated pro rata among ESAN and such Requesting Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included in such registration.

Priority in Piggyback Registration. If, in connection with the first underwritten public offering undertaken after the date hereof, the managing underwriter of such underwritten offering (after determining in good faith and for valid business or marketing reasons) shall inform ESAN by letter of its opinion that the number of Registrable Securities requested to be included in such registration would, in its opinion, have a material adverse effect on the marketability of the offering or the price at which such securities can be sold, and ESAN has so advised the Requesting Holders in writing, then ESAN shall include in such registration, to the extent of the number which ESAN is so advised can be sold in (or during the time of) such offering, all securities proposed by ESAN as so advised can be sold for its own account and all Registrable Securities requested to be included in such registration pursuant to this Section 2, allocated pro rata among ESAN and such Requesting Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included in such registration. In any underwritten public offering that is undertaken subsequent to the aforementioned first underwritten public offering, the Holder shall be permitted to include a minimum of 25% of its holdings of Registrable Securities in such subsequently underwritten public offering.