Common use of Priority on Company Registrations Clause in Contracts

Priority on Company Registrations. If a Piggy-back Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the largest number of securities which can be sold without having a material adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering and registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included therein by any Holder and (iii) third, the securities requested to be included therein by the holders of the Company’s securities (other than the Holders). If a reduction in the number of Registrable Securities included is required pursuant to the preceding sentence, the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the Holders who have requested registration shall participate in the underwriting pro rata based upon the number of Registrable Securities requested to be registered by the Holders.

Priority on Company Registrations. If a Piggy-back Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the largest number of securities which can be sold without having a material adverse effect on in such offering, including the price at which such securities can be sold, the Company will include in such offering and registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included therein by any Holder and (iii) thirdin such registration, provided, that if the securities requested to be included therein by the holders of the Company’s securities (other than the Holders). If managing underwriters in good faith determine that a reduction in the lower number of Registrable Securities included is required pursuant to the preceding sentenceshould be included, then the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the Holders holders of Registrable Securities who have requested registration shall participate in the underwriting pro rata based upon the number their total ownership of Registrable Securities on a Diluted Basis, and (iii) third, if all Registrable Securities requested to be registered by included in such registration are included in the Holdersregistration, other securities requested to be included in such registration.

Priority on Company Registrations. If a Piggy-back Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the largest number of securities which can be sold without having a material adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering and registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included therein by any Holder and (iii) third, the securities requested to be included therein by the holders of the Company’s securities (other than the Holders)) and (iii) third, the Registrable Securities requested to be included in such registration. If a reduction in the number of Registrable Securities included is required pursuant to the preceding sentence, the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the Holders who have requested registration shall participate in the underwriting pro rata based upon the number of Registrable Securities requested to be registered by the Holders.