Common use of Priority in Required Registrations Clause in Contracts

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that the Company shall be required to include in such Required Registration all Registrable Securities requested to be included in the Required Registration by the Initial Holders, and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata by the Initial Holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Initial Holders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for of pricing of such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Initial HoldersInvestor Stockholders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities requested to be included in such Required Registration by all Investor Stockholders requesting to participate in such Required Registration or on such other basis as shall be agreed among such Investor Stockholders; second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities requested to be included in such Required Registration by all such Holders and third, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata by among the Initial Holders remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Initial Holdersholders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the success of the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that the Company shall be required to include in such Required Registration Registration: first, all Registrable Securities requested to be included in the Required Registration by the Initial HoldersHolder, second, if all Registrable Securities requested to be included in the Required Registration by the Holder can be so included, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata by among the Initial Holders holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Initial Holdersholders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offeringoffering without so adversely affecting such distribution; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Initial HoldersInvestor Members and, if any, the Management Members and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such Members on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Member or on such other basis as shall be agreed among such Investor Members and the Management Representative (if the Management Members have requested Registrable Securities to be included in such Required Registration); second, all Registrable Securities requested to be included in such Required Registration by the other Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included in such Required Registration by each such Holder and third, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Required Registration which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata by among the Initial Holders holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Initial Holdersholders.

Priority in Required Registrations. If a Required Registration pursuant to this Section 2(a) 2.1 involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) 2 days prior to the date then scheduled for the pricing of such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that offering without adversely affecting the Company shall be required to include in such Required Registration all distribution of the Registrable Securities requested being offered. The reduced number of Registrable Securities to be included in the Required Registration by the Initial Holders, and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata by among the Initial Holders thereof requesting inclusion participating in such Required Registration the Offering, based on the basis of the number of securities requested to be included Registrable Securities beneficially owned by all such Initial Holderseach participating Holder.