Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect.

Priority on Demand Registration. If any of the Registrable Securities included in a Demand Registration is an are to be sold in a firm commitment underwritten offering offering, and the managing underwriter or underwriters advise the Company or the Holders thereof in writing that in its or their opinion view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, Registrable Securities proposed to be included by other Holders entitled to participate in such offering pursuant to other registration rights granted herein), then the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, that in the opinion of such underwriters, managing underwriter can be sold, sold without any adversely affecting such adverse effect.offering shall be included in the following order:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration is are to be sold in an underwritten offering offering, and the managing underwriters underwriter(s) advise the Company or holders of such securities in writing that in their its good faith opinion the total number or dollar amount of Registrable Securities andproposed to be sold in such offering is such as to adversely affect the price, if permitted hereundertiming or distribution of such offering (including securities proposed to be included by other holders entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), other securities requested to then there shall be included in such underwritten offering exceeds the number or dollar amount of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, that in the opinion of such underwriters, managing underwriter(s) can be soldsold without adversely affecting such offering, without any and such adverse effect.number of Registrable Securities shall be allocated as follows:

Priority on Demand Registration. If any of the Registrable Securities included in a Demand Registration is an are to be sold in a firm commitment underwritten offering offering, and the managing underwriter or underwriters advise the Company Holders thereof in writing that in its or their opinion view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, Registrable Securities proposed to be included by other Holders entitled to participate in such offering pursuant to other registration rights granted herein), then the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, that in the opinion of such underwriters, managing underwriter can be sold, sold without any adversely affecting such adverse effect.offering shall be included in the following order:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration is are to be sold in an underwritten offering Underwritten Offering, and the managing underwriters underwriter(s) advise the Company in writing Continuing LLC Investor that in their opinion its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the reasonable view of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities andshall be allocated as determined by Continuing LLC Investor in its sole discretion, if permitted hereunder, other securities requested to be included in such offering exceeds unless the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effectunderwriters require a different allocation.