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 of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant 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 Registration shall be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in 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 in such Registration, which such number shall be allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons (provided that any securities thereby allocated to a Holder or other Person that exceed such Holder's or other Person's request shall be reallocated among the remaining requesting Holders and other Persons in like manner), and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in such Piggyback Registration own Registrable Securities in writing that, in its or their opinion, the number of securities which that such Holders Stockholders and any other Persons intend to include in such offering Piggyback Registration exceeds the number which that can be sold in such offering without being likely to have a significant 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 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, and (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata among prorataamong the Holders and any other Persons Stockholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons Stockholder (provided that providedthat any securities thereby allocated to a Holder or other Person Stockholder that exceed such Holder's or other Person's Stockholder’s request shall be reallocated among the remaining requesting Holders and other Persons Stockholders in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in holders of such Piggyback Registration Registrable Securities in writing that, in its that the total amount or their opinion, the number kind of securities securi- ties which such Holders holders and any other Persons persons or entities intend to include in such offering exceeds the number which can be sold in such offering without being likely so as to have a significant adverse effect on the price, timing or distribution distribu- tion of the securities offered in such offering or the market for the securities offeredCompany's Common Stock, then the securities to be included in such Registration Regis- tration shall be (i) first, 100% of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to refer- enced in clause (i) have been included, the number of Registrable Securities Securi- ties and securities of other holders with a contractual right to demand registration that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registrationeffect, which such number shall be allocated pro rata among the holders and Existing Holders and any other Persons that which have requested to participate be included in such Registration Registration, based on the relative number of Registrable Securities then held by each such Holder and such other Persons securities requested to be included (provided that any securities thereby allocated to a any such holder or Existing Holder or other Person that exceed such Holder's or other Personperson's request shall will be reallocated among the remaining requesting holders and Existing Holders and other Persons of securities in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to referenced in clause clauses (i) and (ii) have been included in such Registrationincluded, 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.

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 that have requested to participate in such Piggyback Registration holders of Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant 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 Registration shall be (i) first, 100% of the securities 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, and (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata among the Holders and any other Persons holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons holder (provided that any securities thereby allocated to a Holder or other Person holder that exceed such Holder's or other Personholder's request shall be reallocated among the remaining requesting Holders and other Persons holders in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in such Piggyback Registration of Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant 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 Registration shall be (i) first, 100% of the securities 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, and (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons (provided that any securities thereby allocated to a Holder or other Person that exceed such Holder's or other Person's ’s request shall be reallocated among the remaining requesting Holders and other Persons in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in holders of such Piggyback Registration class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class which such Holders holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant 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 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, and (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata PRO RATA among the Holders and any other Persons holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class then held by each such Holder and such other Persons holder (provided PROVIDED that any securities thereby allocated to a Holder or other Person holder that exceed such Holder's or other Personholder's request shall be reallocated among the remaining requesting Holders and other Persons holders in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in holders of such Piggyback Registration Registrable Securities in writing that, in its or their opinion, that the number total amount of securities which such Holders holders and any other Persons persons or entities intend to include in such offering exceeds the number which can be sold in such offering without being likely 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 securities offeredCompany'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 sellsell for its own account, and (ii) second, and only if all the securities referred to referenced 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 in such Registrationeffect, which such number shall be allocated pro rata among the Holders and any other Persons that holders which have requested to participate be included in such Registration Registration, based on the relative number of Registrable Securities then held by each such Holder and such other Persons securities requested to be included (provided that any securities thereby allocated to a Holder or other Person any such holder that exceed such Holder's or other Personperson's request shall will be reallocated among the remaining requesting Holders and other Persons holders of securities in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to referenced in clause CLAUSES (i) AND (ii) have been included in such Registrationincluded, 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.

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 that have requested to participate in such Piggyback Registration Stockholders of Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders Stockholders and any other Persons intend to include in such offering Piggyback Registration exceeds the number which can be sold in such offering without being likely to have a significant 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 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, and (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata among the Holders and any other Persons Stockholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons Stockholder (provided that any securities thereby allocated to a Holder or other Person Stockholder that exceed such Holder's or other Person's Stockholder’s request shall be reallocated among the remaining requesting Holders and other Persons Stockholders in like manner), ) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.

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 that have requested to participate in such Piggyback Registration of Registrable Securities in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a significant 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 Registration shall be be: (i) first, up to 100% of the securities 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, ; (ii) second, and only if all the securities referred to in 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 in such Registrationeffect, which with such number shall to be allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder and such other Persons (provided that any securities thereby allocated to a Holder or other Person that exceed such Holder's or other Person's request shall be reallocated among the remaining requesting Holders and other Persons in like manner), and ; and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included 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.