Common use of Priority on Incidental Registration Clause in Contracts

Priority on Incidental Registration. Except in the case of a Demand Registration, Shelf Registration or Underwritten Shelf Takedown (which shall be governed by Section 3.1(b)), if the sole or managing underwriter of a registration advises the Issuer in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that shall be paid in such offering or the marketability thereof, the Issuer shall include in such registration the Registrable Securities and other securities of the Issuer in the following order of priority: (i) first, to the Issuer for its own account; and (ii) second, to the Holders requesting such Incidental Registration, ratably among such Holders based on the respective amounts of Registrable Securities held by each such Holder.

Priority on Incidental Registration. Except in the case of a Demand Registration, Shelf Registration or Underwritten Shelf Takedown (which shall be governed by Section 3.1(b)), if the sole or managing underwriter of a registration advises the Issuer in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that shall be paid in such offering or the marketability thereof, the Issuer shall include in such registration the Registrable Securities and other securities of the Issuer in the following order of priority: : (i) first, to the Issuer for its own account; and and (ii) second, to the Holders requesting such Incidental Registration, ratably among such Holders based on the respective amounts of Registrable Securities held by each such Holder.