Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. If the book-runner(s) for an underwritten offering pursuant to this Section 2 advises the Company and the applicable Holders in writing that, in its opinion, the number of securities requested to be included in such offering by the Company, if any, and the Holders exceeds the largest number or amount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders which in the opinion of such book-runner(s) can be sold without adverse effect on the offering, allocated, if the amount is less than all the Registrable Securities to be sold, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than the number or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, as many of the securities which the Company proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. If a Shelf Registration or Demand Registration involves an Underwritten Offering, and the book-runner(s) for an underwritten offering pursuant to this Section 2 advises sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company and the applicable Holders in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the number of securities requested to be included in such offering by the Company, if any, and the Holders exceeds the largest number or amount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders which in the opinion of such book-runner(s) can be sold without adverse effect on the offering, allocated, if the amount is less than all the Registrable Securities to be sold, pro rata among the Holders of such Registrable Securities on the basis of Shelf Registration or Demand Registration exceeds the number of Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than the number or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, as many of the securities which the Company proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such Holderwriting to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), then the Company shall include in such Shelf Registration or Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Shelf Registration or Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Shelf Registration or Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.5(d), include in any Shelf Registration or Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Shelf Registration or Demand Registration, such Holder shall have may, upon written notice to the right to exclude its Company given within five (5) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities from registrationit desires to have included in such Shelf Registration or Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Shelf Registration or Demand Registration.

Priority in Registrations. (a) If the book-runner(s) for any registration pursuant to Section 2.2 involves an underwritten offering pursuant to this Section 2 advises that is proposed by the Company and the applicable Holders in writing lead managing underwriter of such offering (the “Manager”) shall advise the Company that, in its opinionview, the aggregate number of securities requested to be included in such offering registration by the Company, if any, the Holders and the Holders holders of securities of the Company, including the HealthCor Holders, that have the right to require such registration pursuant to an agreement entered into by the Company (“Additional Registration Rights”) exceeds the largest number or amount of securities which (the “Section 2.3(a) Sale Number”) that can be sold without reasonably expecting to have in an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included orderly manner in such registration shall be reduced within a price range acceptable to the Company (such extentdifference, and the “Aggregate Underwriter Cutback”), the Company shall include in such registration the number of securities as followsregistration: (i) firstall Common Stock that the Company proposes to register for its own account less such number of shares equal to 50% of the Aggregate Underwriter Cutback (such number of shares to be registered, the “Company Allotment”), and (ii) the aggregate of all Registrable Securities and all HealthCor Registrable Securities for which the Holders and the HealthCor Holders, respectively, request registration (such number of securities, the “Aggregate Registration Request”) less such number of securities equal to 50% of the Aggregate Underwriter Cutback (such number of securities to be registered, the “Registrable Securities Allotment”). To the extent that the Aggregate Registration Request exceeds the Registrable Securities requested Allotment, the securities to be included in the Registrable Securities Allotment shall be allocated on a pro rata basis among (i) all Holders requesting that Registrable Securities be included in such registration by pursuant to the Holders which in the opinion exercise of such book-runner(s) can be sold without adverse effect on the offering, allocated, if the amount is less than all the Registrable Securities piggyback rights pursuant to be sold, pro rata among the Holders Section 2.2 of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold by such Holders, this Agreement and (ii) second, to the extent all HealthCor Holders requesting that the number of HealthCor Registrable Securities which the Holders have requested to be included in such registration is less than registration, based on the number or amount of securities which (x) Registrable Securities that each such Holder is then requesting for inclusion and (y) HealthCor Registrable Securities that each such HealthCor Holder is then requesting for inclusion, which, together with the Company has been advised by its book-runner can be sold in such offering without having Allotment, shall not exceed the adverse effect referred to above, as many of the securities which the Company proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the book-runner(sSection 2.3(a) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registrationSale Number.

Priority in Registrations. If the book-runner(s) for an underwritten offering pursuant to this Section 2 advises the Company and the applicable Holders in writing that, in its opinion, the number of securities requested to be included in such offering by the Company, if any, and the Holders exceeds the largest number or amount of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the number of securities as follows: (i) first, all the Registrable Securities requested to be included in such registration by the Holders which in the opinion of such book-runner(s) can be sold without adverse effect on the offering, allocated, if the amount is less than all the Registrable Securities to be sold, pro rata PRO RATA among the Holders of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than the number or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, as many of the securities which the Company proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above. If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. If the book-runner(s) for managing underwriter or managing underwriters of an underwritten offering pursuant to this Section 2 advises Underwritten Offering advise the Company and the applicable Holders in writing thatwriting, based on prevailing market precedents and public investor interactions that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in its opinionthe subject Underwritten Offering (and any related registration, the number of securities requested if applicable) (and any other Class A Common Stock proposed to be included in such offering by the Company, if any, and the Holders offering) exceeds the largest maximum number or amount of securities which that can be sold included without reasonably expecting to have an adverse effect on such offeringmaterially and adversely affecting the marketability of the securities offered, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the Underwritten Offering (and any related registration, if applicable) only that number of securities as follows: (i) first, all the Registrable Securities requested shares of Class A Common Stock proposed to be included in such registration by the Holders which Underwritten Offering (and any related registration, if applicable) that, in the written opinion of the managing underwriter or managing underwriters, will not have such book-runner(s) can be sold without material and adverse effect on the offeringeffect, allocated, if the amount is less than all the Registrable Securities with such number to be soldallocated as follows: (A) in the case of a Requested Underwritten Offering or Demand Registration or Shelf Offering that is otherwise an Underwritten Offering, (1) first, pro rata among all Holders that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, (2) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to the Company, and (3) third, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Class A Common Stock then held by each such holder; and (B) in the case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, pro rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Class A Common Stock to be included in such registration, pro rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of Class A Common Stock then held by each such holder; provided that, if any Management Shareholder proposes to include in the subject Underwritten Offering over 50% of the Registrable Securities held by such Management Shareholder as of the date of such Underwritten Offering and the managing underwriter(s) of such Underwritten Offering advise the Company and the Holders of in writing, based on prevailing market precedents and public investor interactions, that participation in the Underwritten Offering by such Registrable Securities on Management Shareholder at the basis level proposed would materially and adversely affect the marketability of the number of securities offered, then Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than Underwritten Offering in excess of 50% of the number or amount Registrable Securities held by such Management Shareholder as of securities which the Company has been advised by its book-runner can date of such Underwritten Offering may be sold in excluded from such offering without having below the adverse effect referred to aboveproposed level, as many of the securities which the Company proposes to sell for its own account, even if any, as can be sold in such offering without having exclusion would not treat such adverse effect referred to aboveManagement Shareholder on a pro rata basis. If any Holder advises disapproves of the book-runner(s) terms of any underwritten offering that such Underwritten Offering (including the price and timing of such Underwritten Offering), such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered prior to the time of the pricing of such offering. Any Registrable Securities covered by withdrawn from such underwriting shall be excluded and withdrawn from the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. If the book-runner(s) for managing underwriter or managing underwriters of an underwritten offering pursuant to this Underwritten Offering, other than a Block Trade governed by Section 2 advises 2(e), advise the Company and the applicable Holders that in writing thattheir reasonable opinion that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, in its opinion, the number of securities requested if applicable) (and any other [Class A Common Stock] proposed to be included in such offering by the Company, if any, and the Holders offering) exceeds the largest number or amount of securities which that can be sold included without reasonably expecting being likely to have an a significant adverse effect on such offeringthe price, including timing or distribution of the price at which such securities can be soldoffered or the market for the securities offered, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the Underwritten Offering (and any related registration, if applicable) only that number of securities as follows: (i) first, all the Registrable Securities requested shares of [Class A Common Stock] proposed to be included in such registration by the Holders which Underwritten Offering (and any related registration, if applicable) that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such book-runner(s) can be sold without adverse effect on the offeringeffect, allocated, if the amount is less than all the Registrable Securities with such number to be soldallocated as follows: (A) in the case of a Requested Underwritten Offering, pro rata among (1) first, to the Holders of such Registrable Securities on the basis of WP Member in full with respect to the number of Registrable Securities proposed to be sold by such Holdersthe WP Member requested for inclusion, and (ii2) second, to the extent that the number if there remains availability for additional shares of Registrable Securities which the Holders have requested [Class A Common Stock] to be included in such registration is less Underwritten Offering, to the Initiating Holder (if not the WP Member), (3) third, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, pro-rata among all Holders (other than the number or amount of securities which Initiating Holder and the Company has been advised by its book-runner can be sold WP Member) that have requested to include Registrable Securities in such offering without having Underwritten Offering based on the adverse effect referred to aboverelative number of Registrable Securities then held by each such Holder, as many of the securities which the Company proposes to sell for its own account(4) fourth, if any, as can there remains availability for additional shares of [Class A Common Stock] to be sold included in such offering without having Underwritten Offering, to the Company, and (5) fifth, if there remains availability for additional shares of [Class A Common Stock] to be included in such adverse effect referred Underwritten Offering, to aboveany other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of [Class A Common Stock] then held by each such holder; and (B) in the case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of [Class A Common Stock] to be included in such Underwritten Offering, pro-rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of [Class A Common Stock] to be included in such registration, pro-rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of [Class A Common Stock] then held by each such holder. If any Holder advises disapproves of the book-runner(s) terms of any underwritten offering that such Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities covered by withdrawn from such underwriting shall be excluded and withdrawn from the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.

Priority in Registrations. If the book-runner(s) for managing underwriter or managing underwriters of an underwritten offering pursuant to this Section 2 advises Underwritten Offering advise the Company and the applicable Holders in writing thatwriting, based on prevailing market precedents and public investor interactions that the inclusion of all of the Holders’ Registrable Securities requested for inclusion in its opinionthe subject Underwritten Offering (and any related registration, the number of securities requested if applicable) (and any other Class A Common Stock proposed to be included in such offering by the Company, if any, and the Holders offering) exceeds the largest maximum number or amount of securities which that can be sold included without reasonably expecting to have an adverse effect on such offeringmaterially and adversely affecting the marketability of the securities offered, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration the Underwritten Offering (and any related registration, if applicable) only that number of securities as follows: (i) first, all the Registrable Securities requested shares of Class A Common Stock proposed to be included in such registration by the Holders which Underwritten Offering (and any related registration, if applicable) that, in the written opinion of the managing underwriter or managing underwriters, will not have such bookmaterial and adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering or Demand Registration or Shelf Offering that is otherwise an Underwritten Offering, (1) first, pro-runner(s) can be sold without adverse effect rata among all Holders that have requested to include Registrable Securities in such Underwritten Offering based on the offeringrelative number of Registrable Securities then held by each such Holder, allocated(2) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to the amount is less than Company, and (3) third, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, to any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Class A Common Stock then held by each such holder; and (B) in the case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, pro-rata among all Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Class A Common Stock to be included in such registration, pro-rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of Class A Common Stock then held by each such holder; provided that, if any Management Shareholder proposes to include in the subject Underwritten Offering over 50% of the Registrable Securities to be sold, pro rata among held by such Management Shareholder as of the date of such Underwritten Offering and the managing underwriter(s) of such Underwritten Offering advise the Company and the Holders of in writing, based on prevailing market precedents and public investor interactions, that participation in the Underwritten Offering by such Registrable Securities on Management Shareholder at the basis level proposed would materially and adversely affect the marketability of the number of securities offered, then Registrable Securities proposed to be sold by such Holders, and (ii) second, to the extent that the number of Registrable Securities which the Holders have requested to be included in such registration is less than Underwritten Offering in excess of 50% of the number or amount Registrable Securities held by such Management Shareholder as of securities which the Company has been advised by its book-runner can date of such Underwritten Offering may be sold in excluded from such offering without having below the adverse effect referred to aboveproposed level, as many of the securities which the Company proposes to sell for its own account, even if any, as can be sold in such offering without having exclusion would not treat such adverse effect referred to aboveManagement Shareholder on a pro rata basis. If any Holder advises disapproves of the book-runner(s) terms of any underwritten offering that such Underwritten Offering (including the price and timing of such Underwritten Offering), such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered prior to the time of the pricing of such offering. Any Registrable Securities covered by withdrawn from such underwriting shall be excluded and withdrawn from the registration statement cannot be sold in such offering within a price range acceptable to such Holder, then such Holder shall have the right to exclude its Registrable Securities from registration.