Common use of Priority of Registration Clause in Contracts

Priority of Registration. If the Managing Underwriter(s) of any proposed Underwritten Offering advises the Company in writing that in its reasonable view the total amount of Registrable Securities that the Holder and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect in any material respect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the total number of shares of Common Stock to be included in such Underwritten Offering shall be reduced to such number of shares of Common Stock that such Managing Underwriter(s) advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company, unless the Holder initiates the Underwritten Offering, in which case it shall be first allocated to the Holder, and (ii) second, to the Holder (or to the Company, if the Holder initiates the Underwritten Offering).