Common use of Priority in Underwritten Offerings Clause in Contracts

Priority in Underwritten Offerings. Notwithstanding anything to the contrary contained herein, no Registrable Securities to be sold for the account of any Person (including the Partnership) other than the Requesting Holder(s) shall be included in a Underwritten Offering unless the Managing Underwriter or underwriters shall advise the Requesting Holder(s) in writing that the inclusion of such Registrable Securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the Managing Underwriter or underwriters shall advise the Requesting Holder(s) that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Underwritten Offering by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Underwritten Offering shall equal the number of securities which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such securities shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.

Priority in Underwritten Offerings. Notwithstanding anything to the contrary contained herein, no Registrable Securities to be sold for the account of any Person person (including the Partnership) other than the Requesting Holder(s) shall be included in a Underwritten Offering unless the Managing Underwriter or underwriters shall advise the Requesting Holder(s) in writing that the inclusion of such Registrable Securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the Managing Underwriter or underwriters shall advise the Requesting Holder(s) that, even after exclusion of all securities of other Persons persons pursuant to the immediately preceding sentence, the amount of Registrable Demand Securities proposed to be included in such Underwritten Offering by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Demand Securities of the Requesting Holders to be included in such Underwritten Offering shall equal the number of securities shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such securities shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Demand Securities requested to be included in such registration by each such Requesting Holder.

Priority in Underwritten Offerings. Notwithstanding anything to the contrary contained herein, no Registrable Securities to be sold for the account of any Person person (including the Partnership) other than the Requesting Holder(s) shall be included in a Underwritten Offering unless the Managing Underwriter or underwriters shall advise the Requesting Holder(s) in writing that the inclusion of such Registrable Securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the Managing Underwriter or underwriters shall advise the Requesting Holder(s) that, even after exclusion of all securities of other Persons persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Underwritten Offering by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Underwritten Offering shall equal the number of securities shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such securities shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.