Common use of Priority of Demand Registration Clause in Contracts

Priority of Demand Registration. Notwithstanding any other provision of this Section 3.2, if (i) the Demand Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (ii) the managing underwriters advise PubCo that, in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by the Holders to be included in such offering and any securities that the PubCo or any other Person proposes to be included that are not Registrable Securities) exceeds the number of Equity Securities that can be sold in such underwritten offering or the number of Equity Securities proposed to be included in such Demand Registration would adversely affect the price per security proposed to be sold in such underwritten offering (in either situation, the “Maximum Offering Size”), then PubCo shall so advise the Demand Initiating Holders with Registrable Securities requested to be included in such underwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, the Registrable Securities requested to be included in such underwritten offering by the Demand Initiating Holders up to the Maximum Offering Size; and (B) second, any securities proposed to be registered by PubCo.

Priority of Demand Registration. Notwithstanding any other provision of this Section 3.2, if (i) the Demand Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (ii) the managing underwriters Underwriter(s) advise PubCo that, in their reasonable view, that the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by the Holders to be included in such offering and any securities that the PubCo or any other Person proposes to be included that are not Registrable Securities) exceeds the number of Equity Securities that can be sold in such underwritten offering or the number of Equity Securities proposed to be included in such Demand Registration would adversely affect the price per security proposed to be sold in such underwritten offering (in either situation, the “Maximum Offering Size”), then PubCo shall so advise the Demand Initiating Holders with Registrable Securities requested to be included in such underwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, the Registrable Securities requested to be included in such underwritten offering by the Demand Initiating Holders up to the Maximum Offering Size; and (B) second, any securities proposed to be registered by PubCo.

Priority of Demand Registration. Notwithstanding If the managing underwriter or underwriters of any other provision proposed Underwritten Offering of this Section 3.2, if (i) the Demand Initiating Holders intend to distribute the Registrable Securities covered by securities included in a Demand Registration by means of an underwritten offering and (ii) informs the managing underwriters advise PubCo that, in their reasonable view, Holders holding the number of Registrable Securities proposed securities sought to be included in such registration in writing that, in its or their opinion, the total amount or kind of securities which such Holders and the Company intend to include in such offering (including Registrable Securities requested by exceeds the Holders number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such offering and any securities that the PubCo or any other Person proposes to registration shall be included that are not Registrable Securities) exceeds the number of Equity Securities that can be sold in such underwritten offering or the number of Equity Securities proposed to be included in such Demand Registration would adversely affect the price per security proposed to be sold in such underwritten offering allocated as follows: (in either situation, the “Maximum Offering Size”), then PubCo shall so advise the Demand Initiating Holders with Registrable Securities requested to be included in such underwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (Ai) first, the Registrable Securities requested to be included in such underwritten offering registration statement by the Demand Initiating Holders up pursuant to this Section 2 pro rata among the Maximum Offering SizeHolders requesting such registration based on each such Holder’s Allocation Percentage; and and (Bii) second, and only if all the securities referenced in clause (i) have been included, any of such securities proposed held by the Company or any other Person which, in the opinion of such underwriters, can be sold without having such adverse effect shall be included therein. For the avoidance of doubt, under no circumstances shall such securities owned by the Company be included in a Demand Registration if less than all of the Registrable Securities requested to be registered by PubCoincluded in such registration are so included.