Common use of Priority of Registration Rights Clause in Contracts

Priority of Registration Rights. (a) Notwithstanding any other provision of Section 4.1 or Section 4.2, if the Company or the managing underwriter, as the case may be, determines that marketing factors require a limitation on the number of shares of Common Stock to be sold, then the Company will be required to include in such registration only that number of shares of Common Stock which it believes or is so advised should be included in such offering. The Common Stock proposed by the Company to be sold shall have the first priority and all other shares of Common Stock, including the Shares and any other shares of Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be registered, such shares shall be included in the registration pro rata based on the total number of shares sought to be registered other than for issuance by the Company. (b) If market conditions force the Company to limit the number of shares of Common Stock to be sold, the Company shall so advise Buyer of the number of Shares that may be included in the registration statement at the time of filing of the registration statement. If Buyer disapproves of the terms of any such registration, he may elect to withdraw therefrom by written notice to the Company and the underwriter, if any. Any portion of the Shares excluded or withdrawn from such registration shall, unless Buyer requests otherwise, be included in such registration but shall not be sold in a public distribution prior to ninety days after the effective date of the registration statement relating thereto.