Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. If (i) a Piggyback Registration pursuant to this Section 1 involves an underwritten offering of the securities so 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 informs the Company and the Holders of the Registrable Securities requesting such registration by letter of opinion that the number of securities requested to be included in such registration exceeds the number which can be supported by market factors, the Company will include in such registration securities in the following order of priority: 1.3.1 first, all the securities the Company proposes to sell for its own account; and 1.3.2 second, to the extent that the number of securities which the Company proposes to include is less than the number of securities which the Company has been advised can be supported by market factors in such offering, the number of such Registrable Securities requested to be included in such Piggyback Registration by the Holders and any other holders of Registrable Securities shall be allocated pro rata among all such holders on the basis of the relative number of Registrable Securities each such holder has requested to be included in such Piggyback Registration.

Priority in Piggyback Registrations. If (i) a Piggyback Registration requested registration pursuant to this Section 1 2.2 involves an underwritten offering of the securities so being registeredoffering, 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 informs shall advise the Company and the Holders in writing (with a copy to each holder of the Registrable Securities requesting such registration by letter of opinion that registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be supported by market factorssold in such offering within a price range acceptable to the Company, the Company will include in such registration securities in the following order of priority: 1.3.1 registration, (i) first, all the securities or other equity securities that the Company proposes desires to sell for its own account; and 1.3.2 sell, which can be sold without exceeding the maximum number advised by the underwriting in writing, (ii) second, to the extent that the maximum number of securities which advised by the Company proposes to include is less than managing underwriter in writing has not been reached under the number of securities which the Company has been advised can be supported by market factors in such offeringforegoing clause (i), the number of such Registrable Securities which the Company is advised can be sold without exceeding the maximum number advised by the managing underwriter in writing and requested to be included in such Piggyback Registration by the Holders and any other holders of Registrable Securities shall be allocated registration, pro rata among all the holders thereof requesting such holders registration on the basis of the relative number percentage of the Registrable Securities of the Company held by the holders of Registrable Securities each which have requested that such holder has requested to securities be included in such Piggyback Registrationincluded.

Priority in Piggyback Registrations. If (i) a Piggyback Registration pursuant to this Section 1 involves an underwritten offering of the securities so 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 informs the Company and the Holders of the Registrable Securities requesting such registration by letter of opinion that the number of securities requested to be included in such registration exceeds the number which can be supported by market factors, the Company will include in such registration securities in the following order of priority: 1.3.1 first, all the securities the Company proposes to sell for its own account; and 1.3.2 second, to the extent that the number of securities which the Company proposes to include is less than the number of securities which the Company has been advised can be supported by market factors in such offering, the number of such Registrable Securities requested to be included in such Piggyback Registration by the Holders and any other QBPHX\2082275.5 41 holders of Registrable Securities shall be allocated pro rata among all such holders on the basis of the relative number of Registrable Securities each such holder has requested to be included in such Piggyback Registration.

Priority in Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters thereof give written advice to the Company of an Underwriters’ Maximum Number, then: (i) a Piggyback Registration pursuant the Company will be obligated to this Section 1 involves an underwritten offering include in such registration that number of Registrable Securities that have been requested by Holders to be so included and which is not less than 25% of the Underwriters’ Maximum Number, and such number of Registrable Securities will be allocated pro rata among such Holders on the basis of the number of Registrable Securities held by each such Holder; (ii) the Company will be entitled to include in such registration that number of securities that the Company proposes to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters’ Maximum Number and the number of Registrable Securities that the Company is required under clause (i) above to include in such registration; and (iii) if the Holders have been permitted to include in such registration all Registrable Securities that they have requested so being registered, whether or not for sale to include and the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities that the Company has been requested to include in such registration 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 Holders and (ii) the managing underwriter of such underwritten offering informs the Company and the Holders of the Registrable Securities requesting such registration by letter of opinion that the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities that persons other than Holders have requested to be included in such registration exceeds the number and which can be supported by market factors, the Company will include in is not greater than such registration securities in the following order of priority: 1.3.1 first, all the securities the Company proposes to sell for its own account; and 1.3.2 second, to the extent that the number of securities which the Company proposes to include is less than the number of securities which the Company has been advised can be supported by market factors in such offering, the number of such Registrable Securities requested to be included in such Piggyback Registration by the Holders and any other holders of Registrable Securities shall be allocated pro rata among all such holders on the basis of the relative number of Registrable Securities each such holder has requested to be included in such Piggyback Registrationexcess.

Priority in Piggyback Registrations. If (i) a Piggyback Registration pursuant to this Section 1 involves an underwritten offering of the securities so 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 informs the Company and the Holders Holder of the Registrable Securities requesting such registration by letter of opinion that the number of securities requested to be included in such registration exceeds the number which can be supported by market factors, the Company will include in such registration securities in the following order of priority: 1.3.1 i. first, all the securities the Company proposes to sell for its own account; and 1.3.2 ii. second, to the extent that the number of securities which the Company proposes to include is less than the number of securities which the Company has been advised can be supported by market factors in such offering, the number of such Registrable Securities requested to be included in such Piggyback Registration by the Holders and any Holder as well as other holders of Registrable Securities shall be allocated pro rata among all such holders on the basis substantially similar securities of the relative number of Registrable Securities each such holder has requested to be included in such Piggyback RegistrationCompany prorata as a group.