Common use of Priority of Securities Registered Pursuant to Demand Registrations Clause in Contracts

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed underwritten Public Offering of the Registrable Securities included in a Demand Registration, advise the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number 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 number of Registrable Securities to be included in such Demand Registration shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration on the basis of the relative number of Registrable Securities then held by each such Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed underwritten Public Underwritten Offering of the Registrable Securities included in a Demand RegistrationRegistration (or, in the case of a Demand Registration not being underwritten, the Sponsors), advise the Company Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that 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 number of Registrable Securities securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters (or the Sponsors, as the case may be) can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed underwritten Public Underwritten Offering of the Registrable Securities included in a Demand RegistrationRegistration (or, in the case of a Demand Registration not being underwritten, the Demanding Sponsors), advise the Company Board in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that 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 number of Registrable Securities securities to be included in such Demand Registration shall be allocated allocated, (i) first, pro rata among the Holders (including any Demanding Sponsor) that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Holder; provided, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner, and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Issuer proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters (or the Sponsors, as the case may be) can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed underwritten Public Underwritten Offering of the Registrable Securities included in a Demand RegistrationRegistration (or, in the case of a Demand Registration not being underwritten, the Demanding Holders), advise the Company Board in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that 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 number of Registrable Securities securities to be included in such Demand Registration shall be allocated allocated, (i) first, if applicable, pro rata among the Holders that have requested eligible to participate in such Demand Registration offering based on the basis of the relative number of Registrable Securities then held by each such Holder; provided, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner, and (ii) next, and only if all of the securities referred to in clause (i) have been included, the number of securities that the Issuer proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters (or the Holders, as the case may be) can be sold without having such adverse effect.