Common use of Priority on Piggy-Back Registration Clause in Contracts

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, the Company shall use its reasonable efforts to cause the managing underwriter or underwriters to permit the shares of Registrable Securities requested by each Investor to be included in the Piggy-Back Registration (on the same terms and conditions as similar securities of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that, in their good faith judgment, the number of Registrable Securities and any other securities requested to be included in such offering is sufficiently large to have a Material Adverse Effect, then (i) if such Piggy-Back Registration is incident to a primary registration on behalf of the Company, the amount of securities to be included in the Piggy-Back Registration for any Persons (other than the Company) shall be reduced pro rata so that the total number of securities to be included in the offering shall be the recommended number by such managing underwriter or underwriters, unless an Investor desires to sell a number of Registrable Securities that is less than the total amount that it is entitled to sell, and (ii) if such Piggy-Back Registration is incident to a secondary registration on behalf of holders of securities of the Company, the Company shall include in such Registration Statement (A) first, the number of securities of such Person(s) on whose behalf the registration is being made, (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities such Persons on whose behalf the registration is being made propose to sell that, in the good faith judgment of such managing underwriters, can be sold without causing a Material Adverse Effect on such offering, and (C) third, the number of securities requested to be included in such registration by the Company.

Priority on Piggy-Back Registration. If any Piggy-Back back Registration is to be an underwritten offering, the Company shall will use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters to permit the shares of Registrable Securities requested by each Investor the Holders of Registrable Securities ("SELLING PIGGY-BACK HOLDERS") to be included in the Piggy-Back back Registration (on the same terms and conditions as similar securities of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering advise the Company in writing that, in their good faith judgment, the number of Registrable Securities and any other securities requested to be included in such offering is sufficiently large to have a Material Adverse Effect, then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, the amount of securities to be included in the Piggy-Back back Registration for any Persons all persons (other than the Company) shall will first be reduced pro rata reduced, subject to any written agreement among the Selling Piggy-back Holders and other participants, on a Pro Rata Basis so that the total number of securities to be included in the offering shall will be the total number of securities recommended number by such managing underwriter Underwriter or underwritersUnderwriters, unless an Investor any of the Selling Piggy-back Holders or other participants desires to sell a number of Registrable Securities that is less than the total pro rata amount that it such Selling Piggy-back Holder or other participants is entitled to sell, and (ii) if such Piggy-Back Registration is incident to a secondary registration on behalf of holders of securities of the Company, the Company shall include in such Registration Statement (A) first, the number of securities of such Person(s) on whose behalf the registration is being made, (B) second, which event the number of Registrable Securities requested not so elected to be included in such registration pursuant to this Section 3 and for sold will be allocated among the account of all other Persons pursuant to similar piggySelling Piggy-back registration rights in excess of the securities such Persons Holders and other participants on whose behalf the registration is being made propose to sell that, in the good faith judgment of such managing underwriters, can be sold without causing a Material Adverse Effect on such offering, and (C) third, the number of securities requested to be included in such registration by the CompanyPro Rata Basis.

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, offering the Company shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters to permit the shares of Registrable Securities requested by each Investor the Holders of Registrable Securities (“Selling Piggy-Back Holders”) to be included in the Piggy-Back Registration (on the same terms and conditions as similar securities of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering advise the Company in writing that, in their good faith judgment, the number of Registrable Securities and any other securities requested to be included in such offering is sufficiently large to have materially and adversely affect the success of such offering (such effect, a “Material Adverse Effect”), then (i) if such Piggy-Back Registration is incident to a primary registration on behalf of the Company, the amount of securities to be included in the Piggy-Back Registration for any Persons persons (other than the CompanyCompany and the Selling Piggy-Back Holders) shall first be reduced, and thereafter the Registrable Securities to be offered for the account of the Selling Piggy-Back Holders shall be reduced pro rata or limited, subject to any written agreement among the Selling Piggy-Back Holders, on a Pro Rata Basis so that the total number of securities to be included in the offering shall be the number recommended number by such managing underwriter Underwriter or underwriters, unless an Investor desires to sell a number of Registrable Securities that is less than the total amount that it is entitled to sellUnderwriters, and (ii) if such Piggy-Back Registration is incident to a secondary registration on behalf of holders of securities of the Company, the Company shall include in such Registration Statement registration statement (A) first, the number of securities of such Person(sperson(s) on whose behalf the registration is being mademade (allocated among such persons as they may so determine), (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities such Persons persons on whose behalf the registration is being made propose to sell that, in the good faith judgment of such managing underwritersUnderwriters, can be sold without causing a Material Adverse Effect on such offering, allocated among the Selling Piggy-Back Holders, subject to any written agreement among the Selling Piggy-Back Holders on a Pro Rata Basis as described in clause (i) above, and (C) third, the number of securities requested to be included in such registration by the CompanyCompany or by other persons pursuant to similar piggy-back registration rights (allocated among the Company and such persons as they may so determine).

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, the The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters to permit the shares of Registrable Securities requested by each Investor the holders of Registrable Securities ("Selling Piggy-back Holders") to be included in the Piggy-Back back Registration (on the same terms and conditions conditions, as similar nearly as practicable, as the securities included therein for the account of the Company included therein to the extent appropriateor any other securityholders). Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that, in their good faith judgment, that inclusion of the number of Registrable Securities and any other securities requested to be included in such the offering is sufficiently large to have would cause a Material Adverse Effect, then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, the Company shall include in the registration statement (A) first, all the securities to be sold by it and (B) second, the maximum amount of securities requested to be included in the Piggy-Back back Registration for any Persons by the Selling Piggy-back Holders and all other securityholders of the Company entitled to piggy-back registration rights the inclusion of which would not cause a Material Adverse Effect (other than the Company) shall be reduced pro rata so provided that the total number of securities amount to be included in by the offering Selling Piggy-back Holders shall be allocated, subject to any written agreement among the recommended number by Selling Piggy-back Holders, on a Pro Rata Basis among such managing underwriter or underwriters, unless an Investor desires to sell a number Selling Piggy-back Holders and other securityholders if the inclusion of all the requested Registrable Securities that is less than the total amount that it is entitled to sell, would cause a Material Adverse Effect) and (ii) if such Piggy-Back Piggy- back Registration is incident to a secondary registration on behalf of holders of securities of the CompanyCommon Stock (other than Holders) pursuant to demand registration rights, the Company shall include in such Registration Statement registration statement (A) first, the number of securities shares of such Common Stock of the Person(s) on whose behalf the registration is being mademade (allocated among such Persons as they may determine, if applicable) and (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities of such Persons Person(s) on whose behalf the registration is being made propose to sell that, in the good faith judgment opinion of such the managing underwriters, can be sold without causing would not have a Material Adverse Effect Effect, subject to any written agreement among the Selling Piggy-back Holders, on a Pro Rata Basis among such offeringSelling Piggy-back Holders, any other securityholder entitled to exercise piggy-back registration rights with respect to such registration statement and (C) thirdthe Company, to the number of extent it desires to include securities requested to be included in such registration by the Companyregistration.

Priority on Piggy-Back Registration. If any Piggy-Back ----------------------------------- Registration is to be an underwritten offering, the Company shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters to permit the shares of Registrable Securities requested by each Investor the Holders of Registrable Securities ("Selling Piggy-back Holders") to be included -------------------------- in the Piggy-Back back Registration (on the same terms and conditions as similar securities of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering advise notify the Company in writing that, in their good faith judgmentfaith, they are able to proceed with the proposed offering only with respect to a smaller number of shares of Registrable Securities and any other securities requested proposed to be included in such offering is sufficiently large to have a Material Adverse Effectoffered by the Selling Piggy-back Holders, then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, then the amount of securities to be included in the Piggy-Back back Registration for any Persons persons (other than the CompanyCompany and the Selling Piggy-back Holders) shall first be reduced, and thereafter the Registrable Securities to be offered for the account of the Selling Piggy-back Holders shall be reduced pro rata or limited, subject to any written agreement among the Selling Piggy- back Holders, on a Pro Rata Basis so that the total number of securities to be included in the offering shall be the total number of securities recommended number by such managing underwriter Underwriter or underwriters, unless an Investor desires to sell a number of Registrable Securities that is less than the total amount that it is entitled to sell, Underwriters and (ii) if such Piggy-Back back Registration is incident to a secondary registration on behalf of holders of securities of the CompanyCompany (including pursuant to Section 2 hereof), the Company shall include in such Registration Statement registration statement (A) first, the number of securities of such Person(sperson(s) on whose behalf the registration is being mademade (allocated among such persons as they may so determine, subject to Section 2(e), if applicable), (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities such Persons persons on whose behalf the registration is being made propose to sell that, in the good faith judgment opinion of such managing underwritersUnderwriters, can be sold without causing a Material Adverse Effect on materially and adversely affecting such offering, allocated among the Selling Piggy-back Holders, subject to any written agreement among the Selling Piggy- back Holders on a Pro Rata Basis, and (C) third, the number of securities requested to be included in such registration by the CompanyCompany or by other persons pursuant to similar piggy-back registration rights (allocated among the Company and such persons as they may so determine).

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, the The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters to permit the shares of Registrable Securities requested by each Investor the holders of Registrable Securities ("Selling Distributee Piggy-back Holders") to be included in the Distributee Piggy-Back back Registration (on the same terms and conditions conditions, as similar nearly as practicable, as the securities included therein for the account of the Company included therein to or any other securityholders of the extent appropriateCompany). Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise advises the Company in writing that, in their good faith judgment, that inclusion of the number of Registrable Securities and any other securities requested to be included in such the offering is sufficiently large to would have a Material Adverse Effect, then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, the Company shall include in the registration statement (A) first, all the securities to be sold by it and (B) second, the maximum amount of securities requested to be included in the Piggy-Back back Registration for any Persons by the Selling Piggy-back Holders and all other securityholders of the Company entitled to piggy-back registration rights that would not cause a Material Adverse Effect (other than the Company) shall be reduced pro rata so provided that the total number of securities amount to be included in by the offering Selling Piggy-back Holders shall be allocated, subject to any written agreement among the recommended number by Selling Piggy-back Holders, on a Pro Rata Basis among such managing underwriter or underwriters, unless an Investor desires to sell a number Selling Piggy-back Holders and other securityholders if the inclusion of all the requested Registrable Securities that is less than the total amount that it is entitled to sell, would cause a Material Adverse Effect) and (ii) if such Piggy-Back back Registration is incident to a secondary registration on behalf of holders of securities of the CompanyCommon Stock (other than Holders) pursuant to demand registration rights, the Company shall include in such Registration Statement registration statement (A) first, the number of securities of such Person(s) on whose behalf the registration is being mademade (allocated among such Persons as they may determine, if applicable) and (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities of such Persons Person(s) on whose behalf the registration is being made propose to sell that, in the good faith judgment opinion of such the managing underwriters, can be sold without causing would not have a Material Adverse Effect Effect, subject to any written agreement among the Selling Piggy-back Holders, on a Pro Rata Basis among such offeringSelling Piggy-back Holders, any other securityholder entitled to exercise piggy-back registration rights with respect to such registration rights and (C) thirdthe Company, to the number of extent it desires to include securities requested to be included in such registration by the Companyregistration.

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, the Company shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters to permit the shares of Registrable Securities requested by each Investor the Holders of Registrable Securities ("SELLING PIGGY-BACK HOLDERS") to be included in the Piggy-Back back Registration (on the same terms and conditions as similar securities of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering advise notify the Company in writing that, in their good faith judgmentfaith, they are able to proceed with the proposed offering only with respect to a smaller number of shares of Registrable Securities and any other securities requested proposed to be included in such offering is sufficiently large to have a Material Adverse Effectoffered by the Selling Piggy-back Holders, then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, then the amount of securities to be included in the Piggy-Back back Registration for any Persons persons (other than the CompanyCompany and the Selling Piggy-back Holders) shall first be reduced, and thereafter the Registrable Securities to be offered for the account of the Selling Piggy-Back Holders shall be reduced pro rata or limited, subject to any written agreement among the Selling Piggy-back Holders, on a Pro Rata Basis so that the total number of securities to be included in the offering shall be the total number of securities recommended number by such managing underwriter Underwriter or underwriters, unless an Investor desires to sell a number of Registrable Securities that is less than the total amount that it is entitled to sell, Underwriters and (ii) if such Piggy-Back back Registration is incident to a secondary registration on behalf of holders of securities of the CompanyCompany (including pursuant to Section 2 hereof), the Company shall include in such Registration Statement registration statement (A) first, the number of securities of such Person(sperson(s) on whose behalf the registration is being mademade (allocated among such persons as they may so determine, subject to Section 2(e), if applicable), (B) second, the number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities such Persons persons on whose behalf the registration is being made propose to sell that, in the good faith judgment opinion of such managing underwritersUnderwriters, can be sold without causing a Material Adverse Effect on materially and adversely affecting such offering, allocated among the Selling Piggy back Holders, subject to any written agreement among the Selling Piggy-back Holders on a Pro Rata Basis, and (C) third, the number of securities requested to be included in such registration by the CompanyCompany or by other persons pursuant to similar piggy-back registration rights (allocated among the Company and such persons as they may so determine).

Priority on Piggy-Back Registration. If any Piggy-Back Registration is to be an underwritten offering, the The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters to permit the shares of Registrable Securities requested by each Investor the Holders of Registrable Securities ("Selling Piggy-back Holders") to be included in the Piggy-Back back Registration (on the same terms and conditions as similar securities the Common Stock included therein for the account of the Company included therein to the extent appropriateor any other holders of Common Stock). Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company in writing that, in their good faith judgment, that inclusion of the number of Registrable Securities and any other securities requested to be included in such the offering is sufficiently large to have would materially and adversely affect the price or success of the offering (a "Material Adverse Effect"), then (i) if such Piggy-Back back Registration is incident to a primary registration on behalf of the Company, the Company shall include in the registration statement (A) first, all the shares to be sold by it and (B) second, the maximum amount of securities requested to be included in the Piggy-Back back Registration for any Persons by the Selling Piggy-back Holders that would not cause a Material Adverse Effect (other than the Company) shall be reduced pro rata so provided that the total number of securities amount to be included in by the offering Selling Piggy-back Holders shall be allocated, subject to any written agreement among the recommended number by Selling Piggy-back Holders, on a Pro Rata Basis among such managing underwriter or underwriters, unless an Investor desires to sell a number Selling Piggy-back Holders if the inclusion of all the requested Registrable Securities that is less than in such registration statement would cause a Material Adverse Effect) and (C) third, the total amount that it is entitled shares requested to sell, be included by any other securityholder (in such amounts as they may agree among themselves) and (ii) if such Piggy-Back back Registration is incident to a secondary registration on behalf of holders of securities of the CompanyCommon Stock (other than Holders) pursuant to demand registration rights, the Company shall include in such Registration Statement registration statement (A) first, the number of securities shares of such Person(s) on whose behalf the registration is being mademade (allocated among such Persons as they may determine, if applicable) and (B) second, the maximum number of Registrable Securities requested to be included in such registration pursuant to this Section 3 and for the account of all other Persons pursuant to similar piggy-back registration rights in excess of the securities of such Persons Person(s) on whose behalf the registration is being made propose to sell that, in the good faith judgment opinion of such managing underwriters, can be sold without causing would not have a Material Adverse Effect Effect, allocated, subject to any written agreement among the Selling Piggy-back Holders, on a Pro Rata Basis among such offeringSelling Piggy-back Holders and the Company, and (C) third, to the number of securities requested extent it desires to be included include shares for its own account in such registration by the Companyregistration.