Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than Holders having rights to participate in such Piggyback Registration that are non-preferential to Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink Xxxx.xxx in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink Xxxx.xxx shall include in such registration (i) first, to the extent that securities of EasyLink Xxxx.xxx are included in such registration, (A) such securities proposed to be sold by EasyLink Xxxx.xxx and (B) the securities of EasyLink Xxxx.xxx held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink Xxxx.xxx and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink Xxxx.xxx held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkXxxx.xxx, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in Mail.xxx xx writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall Mail.xxx xxxll include in such registration (i) first, to the extent that securities of EasyLink are Mail.xxx xxx included in such registration, (A) such securities proposed to be sold by EasyLink and Mail.xxx xxx (B) the securities of EasyLink held Mail.xxx xxxd by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and HoldersMail.xxx xxx such holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section SECTION 2.02(a) and any other securities of EasyLink held Mail.xxx xxxd by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkMail.xxx, including xxcluding Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section SECTION 2.02(a) and any other securities of EasyLink held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential and not inferior to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If a Piggyback Registration is an Underwritten Offering and the managing underwriter of a Piggyback Registration thereof advises EasyLink the Company in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink the Company shall include in such registration (i1) first, if such registration is initiated by the Company or the Demand Holder proposing to the extent that securities register any of EasyLink are included in its Common Stock or Registrable Securities, such registration, (A) such securities Common Stock or Registrable Securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with Company or the agreements with respect to such registration rights between EasyLink and HoldersDemand Holder; and (ii2) second, to the extent that such Registrable Securities and other securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i1), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders (other than the Demand Holder) to be included in such Piggyback Registration pursuant to Section 2.02(a3.2 (a) and any other securities of EasyLink the Company held by persons other than Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable SecuritiesSecurities and other securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. In connection with any offering involving an underwriting of shares of NDCHealth’s equity securities as described in Section 3.1, NDCHealth shall not be required under this Section 3.2 to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between NDCHealth and the underwriters selected by it. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, underwriters determine that the number of shares amount of Registrable Securities requested or proposed to be included in such registration would jeopardize the success of such offering, then NDCHealth shall be required to include in the offering only that number of Registrable Securities which the underwriters determine in their sole discretion will not jeopardize the success of the offering. Allocation of securities to be sold in any such offering shall be made first to NDCHealth (unless the offering is pursuant to a contractual demand right, in which case the allocation shall be made first to the stockholders exercising such demand right) and thereafter, to the extent any other securities are to be included, on a pro-rata basis among the Holder and any other selling stockholders who have contractual rights to include shares in such offering according to the total number of designated Registrable Securities requested by the Holder and securities requested by such other selling stockholders to be included in such offering exceeds and entitled to inclusion therein on the number that can be sold in basis of this Agreement or such offering without materially affecting other contractual agreement. To facilitate the offering price allocation of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration shares in accordance with the agreements with respect to such registration rights between EasyLink and Holders; and (ii) secondabove provisions, NDCHealth may round the number of Registrable Securities allocated to the extent that such Holder or of securities allocated to each other selling stockholder to the nearest one hundred (100) shares. Notwithstanding anything to the contrary in this Agreement, but subject to the next sentence, the Holder agrees to delay the sale of any Registrable Securities may be included not sold in such registration without materially affecting for the offering price period requested by the underwriter or managing agent up to ninety (90) days (or such lesser amount of time if permitted by such underwriter or managing agent) following the effective date of the securities referred registration statement. The foregoing restriction shall not apply to in clause (i)the number of Registrable Securities, in the opinion of such managing underwriterif any, the Registrable Securities requested by Holders the Holder to be included in a registration but which are excluded from such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than Holders having rights to participate in such Piggyback Registration that are non-preferential to Holders registration at the discretion of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested to be included thereinunderwriters as set forth in this Section 3.2.

Priority in Piggyback Registrations. If a Piggyback Registration is an Underwritten Offering and the managing underwriter of a Piggyback Registration thereof advises EasyLink the Company in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink the Company shall include in such registration (i1) first, to the extent that such securities of EasyLink are the Company may be included in such registrationregistration without materially affecting the offering price thereof, in the opinion of such managing underwriter, (A) if such securities registration is initiated by the Company proposing to register any of its Common Stock, such Common Stock proposed to be sold by EasyLink the Company and (B) the securities of EasyLink the Company held by persons (other than the holders of Registrable Securities with respect to Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to such holders and which have been duly requested to be included in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink the Company and Holderssuch holders; and (ii2) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i1), in the opinion of such managing underwriter, the Registrable Securities requested by Holders the holders to be included in such Piggyback Registration pursuant to Section 2.02(a3.2 (a) and any other securities of EasyLink the Company held by persons other than Holders the holders having rights to participate in such Piggyback Registration that are non-preferential to Holders the holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkthe Company, including Registrable Securities, requested by each such holder to be included therein.