Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by the party requesting such Demand Registration and such party’s Permitted Transferees; (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock requested to be included in such Demand Registration held by all other holders of Common Stock, provided that such amount shall be allocated among such other holders as provided in Section 3(b).

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to If, in connection with a Demand Registration are to be sold in a firm commitment Underwritten Offering and Registration, the managing underwriter or underwriters of a Demand Registration advise Underwriter gives written advice to the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the pricean Underwriters’ Maximum Number, timing or distribution of the Common Stock, then the Company shall so advise all Initiating Holder(s) and the Company will be required to include in such registration only such maximum number of Registrable Securities whichthe Underwriters’ Maximum Number, in the reasonable opinion of such underwriter or underwriters can which securities will be sold so included in the following order of priority: (i) first, the Registrable Securities requested of the Initiating Holder(s), pro rata on the basis of the aggregate number of Registrable Securities owned by all Initiating Holder(s) who have delivered written requests for registration pursuant to be included in such Demand Registration held by the party requesting such Demand Registration and such party’s Permitted Transferees; this Section 2.01, (ii) second, Registrable Securities of any other Participating Holders, pro rata on the basis of the aggregate number of Registrable Securities owned by all such Participating Holders who have delivered written requests for registration pursuant to this Section 2.01, (iii), third, any shares of Common Stock to be offered sold by the Company in such Demand Registration; and (iiiiv) thirdfourth, any shares of Common Stock requested to be included in such Demand Registration held pursuant to the exercise of other contractual registration rights granted by all other holders of Common Stockthe Company, provided that such amount shall be allocated pro rata among such other holders as provided in Section 3(b)(if applicable) on the basis of the aggregate number of securities requested to be included by such holders.

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by the party delivering the Demand Registration Request to the Company requesting such Demand Registration and such party’s Permitted TransfereesRegistration; (ii) second, shares of Common Stock held by other holders requested to be included in such Demand Registration, provided that such amount shall be allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding and (iii) third, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock requested to be included in such Demand Registration held by all other holders of Common Stock, provided that such amount shall be allocated among such other holders as provided in Section 3(b).

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by the party requesting such Demand Registration and such party’s Permitted TransfereesRegistration; (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock held by other holders requested to be included in such Demand Registration held by all other holders of Common StockRegistration, provided that such amount shall be allocated among such other holders as provided in Section 3(b)on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding.

Priority on Demand Registration. If any of the Registrable ------------------------------- Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by the party requesting such Demand Registration and such party’s Permitted TransfereesRegistration; (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock held by other holders requested to be included in such Demand Registration held by all other holders of Common StockRegistration, provided that such amount shall be -------- allocated among such other holders as provided in Section 3(b)on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding.

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by the party requesting such Demand Registration and such party’s Permitted TransfereesRegistration; (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; Registration and (iii) third, shares of Common Stock held by other holders requested to be included in such Demand Registration held by all other holders of Common StockRegistration, provided that such amount shall be allocated among such other holders as provided in Section 3(b).other

Priority on Demand Registration. If any of the Registrable ------------------------------- Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment Underwritten Offering underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration held by BRS, the party requesting Additional Investors and the Founding Investors, provided that such Demand Registration -------- amount shall be allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding and such party’s Permitted Transferees; (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock requested to be included in such Demand Registration held by all other holders of Common Stock, provided that such amount shall be allocated among such other holders as provided in Section 3(b).