Common use of Priority of Demand Offering Clause in Contracts

Priority of Demand Offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering pursuant to this Section 2.3 advises the Company and the Initiating Holder that the total number of shares of Common Stock that the Requesting Holders intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of Common Stock offered or the market for the Common Stock, then the shares of Common Stock to be included in such offering shall include the number of shares of Common Stock constituting Registrable Securities that such Managing Underwriter or Underwriters advises the Company and the Initiating Holder can be sold without having such adverse effect, with such number to be allocated: (i) first, pro rata among the Requesting Holders (based, for each such Requesting Holder, on the percentage derived by dividing (A) the number of shares of Common Stock constituting Registrable Securities proposed to be sold by such Requesting Holder in such offering by (B) the aggregate number of shares of Common Stock constituting Registrable Securities proposed to be sold by all such Requesting Holders in the Demand Offering); and (ii) second, pro rata among the holders of any Parity Securities (based, for each such holder, on the percentage derived by dividing (A) the number of shares of Common Stock constituting Parity Securities proposed to be sold by such holder in such offering by (B) the aggregate number of shares of Common Stock constituting Parity Securities proposed to be sold by all such holders in the Demand Offering); and (iii) third, any shares of Common Stock to be sold for the account of the Company.

Priority of Demand Offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering pursuant to this Section 2.3 advises the Company and the Initiating Holder that the total number of shares of Common Stock that the Requesting Holders (and any other holders of Common Stock entitled to participate in such Underwritten Offering) intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of Common Stock offered or the market for the Common Stock, then the shares of Common Stock to be included in such offering shall include the number of shares of Common Stock constituting Registrable Securities that such Managing Underwriter or Underwriters advises the Company and the Initiating Holder can be sold without having such adverse effect, with such number to be allocated: (i) first, pro rata among the Requesting Holders (based, for each such Requesting Holder, on the percentage derived by dividing (A) the number of shares of Common Stock constituting Registrable Securities proposed to be sold by such Requesting Holder in such offering by (B) the aggregate number of shares of Common Stock constituting Registrable Securities proposed to be sold by all such Requesting Holders in the Demand Offering); and (ii) second, pro rata among the holders of any Parity Securities (based, for each such holder, on the percentage derived by dividing (A) the number of shares of Common Stock constituting Parity Securities proposed to be sold by such holder in such offering by (B) the aggregate number of shares of Common Stock constituting Parity Securities proposed to be sold by all such holders in the Demand Offering); and (iii) third, any shares of Common Stock to be sold for the account of the Company.

Priority of Demand Offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Demand Offering pursuant to this Section 2.3 of Registrable Securities advises the Company and the Initiating Holder that the total number amount of shares of Common Stock Registrable Securities that the Requesting Holders intend to include in such offering Demand Offering exceeds the number of shares of Common Stock that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of Common Stock the Registrable Securities offered or the market for the Common StockRegistrable Securities, then the shares of Common Stock Registrable Securities to be included in such offering Demand Offering shall include the number of shares of Common Stock constituting Registrable Securities that such Managing Underwriter or Underwriters advises the Company and the Initiating Holder can be sold without having such adverse effect, with such number to be allocated: allocated (i) first, pro rata among the Requesting Initiating Holder and its Affiliates (based, for each such Initiating Holder and such Affiliate, on the percentage derived by dividing (1) the number of Registrable Securities proposed to be sold by such Initiating Holder or such Affiliate in such offering by (2) the aggregate number of Registrable Securities proposed to be sold by the Initiating Holders and all of its Affiliates in the Demand Offering), and (ii) second, pro rata among the remaining Accepting Holders (based, for each such Requesting remaining Accepting Holder, on the percentage derived by dividing (A1) the number of shares of Common Stock constituting Registrable Securities proposed to be sold by such Requesting remaining Accepting Holder in such offering by (B2) the aggregate number of shares of Common Stock constituting Registrable Securities proposed to be sold by all such Requesting remaining Accepting Holders in the Demand Offering); and (ii) second. For the avoidance of doubt, pro rata among no other Person may participate in such Demand Offering unless the holders Initiating Holder and its Affiliates are able to include in such Underwritten Offering 100% of any Parity the Registrable Securities (based, for each such holder, on the percentage derived by dividing (A) the number of shares of Common Stock constituting Parity Securities proposed requested to be sold by such holder in such offering by (B) the aggregate number of shares of Common Stock constituting Parity Securities proposed to be sold by all such holders included in the Demand Offering); and (iii) third, any shares of Common Stock to be sold for the account of the CompanyOffering by such Initiating Holder and such Affiliates.

Priority of Demand Offering. If the Managing Underwriter or Underwriters of any proposed Underwritten Demand Offering pursuant to this Section 2.3 of Registrable Securities advises the Company and the Initiating Holder Holder(s) that the total number amount of shares of Common Stock Registrable Securities that the Requesting Holders intend to include in such offering Demand Offering exceeds the number of shares of Common Stock that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of Common Stock the Registrable Securities offered or the market for the Common StockRegistrable Securities, then the shares of Common Stock Registrable Securities to be included in such offering Demand Offering shall include the number of shares of Common Stock constituting Registrable Securities that such Managing Underwriter or Underwriters advises the Company and the Initiating Holder can be sold without having such adverse effect, with such number to be allocated: allocated (i) first, pro rata among the Requesting Holders Initiating Holder(s) and their Affiliates (based, for each such Requesting HolderInitiating Holder and such Affiliate, on the percentage derived by dividing (A1) the number of shares of Common Stock constituting Registrable Securities proposed to be sold by such Requesting Initiating Holder or such Affiliate in such offering by (B2) the aggregate number of Registrable Securities proposed to be sold by the Initiating Holders and all of their Affiliates in the Demand Offering) and (ii) second, pro rata among, collectively, the remaining Accepting Holders and Existing Shareholders exercising piggyback registration rights under the Existing Registration Rights Agreement (based, for each such remaining Accepting Holder or Existing Shareholder, as applicable, on the percentage derived by dividing (1) the number of Registrable Securities proposed to be sold by such remaining Accepting Holder in such offering, or number of shares of Common Stock constituting proposed to be sold by such Existing Shareholder by (2) the aggregate number of Registrable Securities proposed to be sold by all such Requesting Holders in the Demand Offering); and (ii) secondremaining Accepting Holders, pro rata among the holders of any Parity Securities (based, for each such holder, on the percentage derived by dividing (A) the number of and shares of Common Stock constituting Parity Securities proposed to be sold by such holder in such offering by (B) the aggregate number of shares of Common Stock constituting Parity Securities proposed to be sold by all such holders Existing Shareholders, in the Demand Offering); and (iii) third. For the avoidance of doubt, any shares no other Person may participate in such Demand Offering unless the Initiating Holder and its Affiliates are able to include in such Underwritten Offering 100% of Common Stock the Registrable Securities requested to be sold for included in the account of the CompanyDemand Offering by such Initiating Holder and such Affiliates.