Common use of Priority in Underwritten Offerings Clause in Contracts

Priority in Underwritten Offerings. If the ---------------------------------- Company at any time proposes to register shares of Common Stock as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any Holder or as provided in this Section 8.1, use its best efforts to arrange for such underwriters to include all the Warrant Shares to be offered and sold by such Holder among the shares of Common Stock to be distributed by such underwriters, provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to each holder of Warrant Shares requesting such registration) that, in its reasonable and good faith judgment the number of Warrant Shares requested to be included in such Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the number of shares it is advisable to offer to sell at such time (the "Sales Limit"), then the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, the securities that the Company proposes to issue and sell for its own account and such number of shares of Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Registration may withdraw its request to have its securities so included by notice to the Company within five (5) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Warrant Shares. Except as set forth in this Section 8.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holder, such Holder's Warrant Shares and such Holder's intended method of distribution and any other representation required by law.

Priority in Underwritten Offerings. If the ---------------------------------- Company at any time ---------------------------------- proposes to register shares any of Common Stock its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any the Holder or as provided in this Section 8.19.1, use its best efforts to arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the shares of Common Stock securities to be distributed by such underwriters, provided that if the managing underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to each holder of Warrant Shares or Warrants requesting such registration) that, in its reasonable and good faith judgment that the number of Warrants and Warrant Shares requested to be included in such Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the number of shares it is advisable to offer to sell at such time (the "Sales Limit"), then the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 9.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Registration may withdraw its request to have its securities so included by notice to the Company within five ten (510) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Warrant Shares. Except as set forth in this Section 8.19.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holder, such Holder's Warrant Shares and such Holder's intended method of distribution and any other representation required by law.

Priority in Underwritten Offerings. If the ---------------------------------- Company at any time ----------------------------------- proposes to register shares any of Common Stock its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any the Holder or as provided in this Section 8.17.1, use its best efforts to so arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the shares of Common Stock securities to be distributed by such underwriters, provided that if the managing -------- underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to each holder of Warrant Shares or Warrants requesting such registration) that, in its reasonable and good faith judgment that the number of Warrants and Warrant Shares requested to be included in such Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the number of shares it is advisable to offer to sell at such time (the "Sales Limit"), then the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 7.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Registration may withdraw its request to have its securities so included by notice to the Company within five ten (510) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Warrant Shares. Except as set forth in this Section 8.17.1, no Holder of Warrant Shares shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holder, such Holder's Warrant Shares and such Holder's intended method of distribution and any other representation required by law.

Priority in Underwritten Offerings. If the ---------------------------------- Company at any time ----------------------------------- proposes to register shares any of Common Stock its securities as contemplated by this Section and such securities are to be distributed by or through one or more underwriters, the Company shall, if requested by any the Holder or as provided in this Section 8.17.1, use its best efforts to so arrange for such underwriters to include all the Warrants and Warrant Shares to be offered and sold by such Holder among the shares of Common Stock securities to be distributed by such underwriters, provided that if the managing -------- underwriter of such -------- underwritten offering shall advise the Company in writing (with a copy to each holder of Warrant Shares or Warrants requesting such registration) that, in its reasonable and good faith judgment that the number of Warrants and Warrant Shares requested to be included in such Registration concurrently with the securities by the Company or any other Person would adversely affect the price, timing or distribution of such shares or would exceed the number of shares it is advisable to offer to sell at such time (the "Sales Limit"), then the Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, in priority order, first, the securities that the Company proposes to issue and sell for its own account and and, second, such number of shares of Warrants and Warrants Shares requested to be registered by the Holders thereof pursuant to this Section 8.1 7.1 or on behalf of any other Person pro rata on the basis of the total number of shares of such securities requested to be registered by each such Person so that the aggregate number of Warrants and Warrant Shares and other shares being listed by or on behalf of another Person does not exceed the difference between the aggregate Sales Limit and the securities that the Company proposes to issue and sell for its own account. Any Holder of Warrant Shares to be included in such Registration may withdraw its request to have its securities so included by notice to the Company within five ten (510) Business Days after receipt of a copy of a notice from the managing underwriter pursuant to this Section. Any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Warrant Shares. Except as set forth in this Section 8.17.1, no Holder of Warrant Shares shall be required requited to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holder, such Holder's Warrant Shares and such Holder's intended method of distribution and any other representation required by law.