Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering in a Piggyback Registration informs the Company and the holders of such Registrable Securities in writing that the total amount of securities which such holders and any other persons or entities intend to include in such offering exceeds the number which can be sold in such offering so as to have a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the Company's Equity Securities, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company proposes to sell for its own account, and (ii) second, and only if all the securities referenced in CLAUSE (i) have been included, the number of Registrable Securities that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the holders which have requested to be included in such Registration, based on the securities requested to be included (provided that any securities thereby allocated to any such holder that exceed such person's request will be reallocated among the remaining requesting holders of securities in like manner) and (iii) third, and only if all of the Registrable Securities referenced in CLAUSES (i) AND (ii) have been included, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the holders Stockholders of such Registrable Securities in writing that that, in its or their opinion, the total amount number of securities which such holders Stockholders and any other persons or entities Persons intend to include in such offering Piggyback Registration exceeds the number which can be sold in such offering so as without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the Company's Equity Securitiessecurities offered, then the securities to be included in such Piggyback Registration shall be (i) first, 100% of the securities that proposed to be sold in such Piggyback Registration by the Company or (subject to Section 5.07) any Person (other than a Stockholder) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own accountsell, and (ii) second, and only if all the securities referenced referred to in CLAUSE clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the holders which Stockholders that have requested to be included participate in such Registration, Registration based on the securities requested to be included relative number of Registrable Securities then held by each such Stockholder (provided that any securities thereby allocated to any such holder a Stockholder that exceed such person's Stockholder’s request will shall be reallocated among the remaining requesting holders of securities Stockholders in like manner) and (iii) third, and only if all of the Registrable Securities referenced referred to in CLAUSES (i) AND clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the holders of such class of Registrable Securities in writing that that, in its or their opinion, the total amount number of securities of such class which such holders and any other persons or entities Persons intend to include in such offering exceeds the number which can be sold in such offering so as without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the Company's Equity Securitiessecurities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities of such class that the Company or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell for its own accountsell, and (ii) second, and only if all the securities referenced referred to in CLAUSE clause (i) have been included, the number of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata PRO RATA among the holders which that have requested to be included participate in such Registration, Registration based on the securities requested to be included relative number of Registrable Securities of such class then held by each such holder (provided PROVIDED that any securities thereby allocated to any such a holder that exceed such personholder's request will shall be reallocated among the remaining requesting holders of securities in like manner) and (iii) third, and only if all of the Registrable Securities referenced referred to in CLAUSES (i) AND clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the holders of Holders that have requested to participate in such Registrable Securities Piggyback Registration in writing that that, in its or their opinion, the total amount number of securities which such holders Holders and any other persons or entities Persons intend to include in such offering exceeds the number which can be sold in such offering so as without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered in such offering or the market for the Company's Equity Securitiessecurities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company proposes to sell for its own accountsell, and (ii) second, and only if all the securities referenced referred to in CLAUSE clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effecteffect in such Registration, which such number shall be allocated pro rata among the holders which Holders and any other Persons that have requested to be included participate in such Registration, Registration based on the securities requested to be included relative number of Registrable Securities then held by each such Holder and such other Persons (provided that any securities thereby allocated to any such holder a Holder or other Person that exceed such personHolder's or other Person's request will shall be reallocated among the remaining requesting holders of securities Holders and other Persons in like manner) ), and (iii) third, and only if all of the Registrable Securities referenced referred to in CLAUSES (i) AND clause (ii) have been includedincluded in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.