Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate in such registration based on the amount of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for requested to be included in such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate in such registration based on the amount of such Common Stock initially requested to be registered by such holders Holders or as such holders Holders may otherwise agree.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and other shares of Registrable Common Stock proposed requested to be included in any such offering pursuant to contractual registration rights exceeds the number of securities that Registrable Securities and shares of such other Common Stock, if any, which can be sold in such offering and/or without adversely affecting the Company or the marketability of the offering, the Company will include in such registration (i) first, the number of Company Registrable Securities (if any) that holders of a majority of the Investor Registrable Securities held by the Person(s) that delivered the related Demand Notice have requested to be included in such offering pursuant to Section 4(c), and (ii) second, the number of Registrable Securities or shares of such other Common Stock requested to be included in such registration by the holders of such Registrable Securities or shares of such other Common Stock under this Agreement or pursuant to any other agreement with the Company, pro rata among the respective holders thereof on the basis of the number of Registrable Securities or shares of such other Common Stock owned by each such holder, in each case, up to the aggregate number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, can be sold. If the number of shares that underwriters can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, without adversely affecting the Company shall allocate or the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate in such registration based on the amount marketability of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agreeoffering.

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the Company shall allocate the amount of Registrable Common Stock Shares to be so sold among the Holders pro rata on the basis of Registrable Common Stock Shares offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Common StockShares, if any, desiring to participate in such registration based on the amount of such Common Stock Shares initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. If the managing underwriters of a the requested Demand Registration advise the Company in writing (with a copy to the Initiating Holder) that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities Common Stock to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriters can be so sold. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated (i) first, pro rata among the other holders of Common Stock, if any, Principal Holders desiring to participate in such registration based on the basis of the amount of such Registrable Common Stock initially requested proposed to be registered by such holders or as Principal Holders and (ii) second, pro rata among the Other Holders of Registrable Common Stock desiring to participate in such holders may otherwise agreeregistration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders.

Priority on Demand Registrations. If the managing underwriters Holders of a requested majority of the shares of Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. In such event, if the managing Underwriter or Underwriters of such offering advise the Company and the Holders in writing that in their opinion the number of shares of Registrable Common Stock proposed Registerable Securities and other securities requested to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed is sufficiently large to be included in any such registration would materially and adversely affect the price per share success of the Company’s equity securities to be sold in such offering, the Company shall will include in such registration only the aggregate number of shares Registrable Securities and other securities of Registrable Common Stock that, the Company which in the opinion of such managing underwriters, can be sold. If the number of shares that Underwriter or Underwriters can be sold is less than without any such material adverse effect, and such amount shall be allocated first pro rata to the number of shares Holders of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata Securities on the basis of the relative percentage ownership of the Registrable Common Stock offered for Securities of such registration by each Holder electing Holders and next to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated Company and then next pro rata among the such other holders of Common Stock, if any, desiring to participate in such registration based securities of the Company offering securities under the Demand Registration on the amount basis of the relative percentage ownership of all shares of Common Stock then outstanding owned by each of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agreeother holders.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and other shares of Registrable Common Stock proposed requested to be included in any such registration offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Securities and other shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will include in such registration based on (i) first, the amount number of such Common Stock initially Company Registrable Securities (if any) that holders of a majority of the Registrable Securities held by the Person(s) that delivered the related Demand Notice have requested to be registered included in such offering pursuant to Section 4(c) below, and (ii) second, the number of Registrable Securities or shares of other Common Stock requested to be included in such registration by the holders of such Registrable Securities or shares of such other Common Stock under this Agreement or pursuant to any other agreement with the Company, pro rata among the respective holders thereof on the basis of the number of Registrable Securities or as shares of such holders may otherwise agreeother Common Stock owned by each such holder, in each case, up to the aggregate number of shares of Common Stock which in the opinion of such managing underwriters can be sold without adversely affecting the Company or the marketability of such offering.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and other shares of Registrable Common Stock proposed requested to be included in any such registration offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Securities and other shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will include in such registration based on (i) first, the amount number of such Common Stock initially Company Registrable Securities (if any) that holders of a majority of the Investor Registrable Securities held by the Person(s) that delivered the related Demand Notice have requested to be registered included in such offering pursuant to Section 4(c) below, and (ii) second, the number of Registrable Securities or shares of other Common Stock requested to be included in such registration by the holders of such Registrable Securities or shares of such other Common Stock under this Agreement or pursuant to any other agreement with the Company, pro rata among the respective holders thereof on the basis of the number of Registrable Securities or as shares of such holders may otherwise agreeother Common Stock owned by each such holder, in each case, up to the aggregate number of shares of Common Stock which in the opinion of such managing underwriters can be sold without adversely affecting the Company or the marketability of such offering.

Priority on Demand Registrations. Except as provided in Section 2(g) hereof, the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Holders of a majority of the shares of Registrable Common Stock to be included in such registration, and without the written consent of the managing underwriters. If the managing underwriters of a the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration Demand Registration exceeds the number of securities that shares which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration Demand Registration would materially adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the Company shall include in such registration Demand Registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriter(s) can be sold. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registeredregistered or sold in the Demand Registration, the Company shall allocate the amount of Registrable Common Stock to be so sold among shall be allocated (i) first, to the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed requested to be soldregistered by the Initiating Holders, such excess shall be allocated and (ii) second, pro rata among the other holders Holders of Registrable Common Stock, if any, Stock desiring to participate in such registration based Demand Registration on the basis of the amount of such Registrable Common Stock initially requested proposed to be registered or sold off of an existing, effective shelf registration statement by such holders or as such holders may otherwise agreeother Holders.

Priority on Demand Registrations. If the managing underwriters of a the requested Demand Registration advise the Company in writing (with a copy to the Initiating Holder) that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities Common Stock to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriters can be so sold. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated (i) first, pro rata among the other holders of Common Stock, if any, Principal Holders desiring to participate in such registration based on the basis of the amount of such Registrable Common Stock initially requested proposed to be registered by such holders or as Principal Holders and (ii) second, pro rata among the other Holders of Registrable Common Stock desiring to participate in such holders may otherwise agreeregistration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and other shares of Registrable Common Stock proposed requested to be included in any such registration offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Securities and other shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will, include in such registration based on (i) the amount number of such Common Stock initially Registrable Securities requested to be registered included in such registration by the holders of such Registrable Securities under this Agreement, pro rata among the respective holders or as thereof on the basis of the number of Registrable Securities requested to be included in such registration; and (ii) second, the number of shares of Common Stock requested to be included in such registration by the holders may otherwise agreethereof pursuant to any other agreement with the Company, pro rata among the respective holders thereof on the basis of the number of shares of Common Stock requested to be included in such registration.

Priority on Demand Registrations. If the Demand Registration is an underwritten offering and the managing underwriters of a requested Demand Registration advise the Company or the demanding Stockholders in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities Common Stock to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriters can be soldsold and/or the number of shares of Registrable Common Stock that would not adversely affect the price per share of the Common Stock. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registeredfor which registration has been requested, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders shall be allocated first, pro rata on to the basis shares of Registrable Common Stock offered for such registration requested to be registered by each Holder electing the Stockholders (whether initially or after the Company provides notice to the Stockholders pursuant to Section 2(a)) and then pro rata among the other holders of Common Stock entitled and desiring to participate in such registration. If the number of shares that which can be sold, as determined by the managing underwriters, sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stocksecurities (who are not Stockholders), if any, entitled and desiring to participate in such registration based on registration, as the amount of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agreeCompany shall determine.

Priority on Demand Registrations. If the managing underwriters of a the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold shall be allocated among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate in such registration based on the amount of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. If the managing underwriters of a the requested Demand Registration advise the Company Bank in writing (with a copy to the Holders demanding to participate in such registration) that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s equity securities Registrable Common Stock to be sold in such offering, the Company Bank shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriters can be so sold. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated (i) first, pro rata among the other holders of Common Stock, if any, Principal Holders desiring to participate in such registration based on the basis of the amount of such Registrable Common Stock initially requested proposed to be registered by such holders or as Principal Holders, (ii) second, pro rata among the Other Holders of Registrable Common Stock desiring to participate in such holders may otherwise agreeregistration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such Other Holders and (iii) third, to the Bank.

Priority on Demand Registrations. If the managing underwriters underwriter(s) (including any co-manager) of a the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, which in the opinion of such managing underwriters, underwriter(s) (including any co-manager) can be sold. If the number of shares that which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold shall be allocated pro rata among the Holders pro rata of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock offered for initially proposed to be registered by such registration by each Holder electing to participate in such registrationother Holders. If the number of shares that which can be sold, as determined by the managing underwriters, sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stocksecurities, if any, desiring to participate in such registration based on the amount of such Common Stock securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Company Trust in writing that in their opinion the shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would materially adversely affect the price per share of the CompanyTrust’s equity securities to be sold in such offering, the Company Trust shall include in such registration only the number of shares of Registrable Common Stock Shares that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the Company Trust shall allocate the amount of Registrable Common Stock Shares to be so sold among the Holders pro rata on the basis of Registrable Common Stock Shares offered for such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Common StockShares, if any, desiring to participate in such registration based on the amount of such Common Stock Shares initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration advise the Company in writing that in their opinion the shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company’s 's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold among the Holders pro rata on the basis of Registrable Common Stock offered for requested to be included in such registration by each Holder electing to participate in such registration. If the number of shares that can be sold, as determined by the managing underwriters, exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Common Stock, if any, desiring to participate in such registration based on the amount of such Common Stock initially requested to be registered by such holders Holders or as such holders Holders may otherwise agree.