Common use of Priority on Piggyback Registration Clause in Contracts

Priority on Piggyback Registration. The Company shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) (“Piggyback Securities”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated (i) if such registration statement is not pursuant to a Demand Request then first to the Company, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the Holders of Piggyback Securities on the basis of the number of Registrable Securities then held by each such Holder or (ii) if such registration statement is pursuant to a Demand Request, then as provided in Section 2(d).

Priority on Piggyback Registration. (a) The Company shall use commercially reasonable efforts to will cause the managing Underwriter(s) underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the holders of Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) (“Piggyback Securities”) to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities securities, if any, of the Company included therein. . (b) Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a statement in writing to the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company effect that in their opinion the total amount of securities, including Piggyback Securities, securities proposed to be included in such offering is sufficiently large such as to cause a Material Adverse Effectadversely affect the success of such offering, then the number of Registrable Securities included in such event offering shall be reduced, to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and any securities to be excluded shall be allocated come (i) if such registration statement is not pursuant to a Demand Request then first to the Company, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effectfirst, pro rata among the Holders of Piggyback Securities rata, on the basis of the number of shares proposed to be registered, from the holders of Registrable Securities then held by each and other participating selling shareholders who are not holders of Registrable Securities, if any, who are to offer shares on a "piggyback" basis in such Holder or offering, and (ii) if after all such securities are excluded, from the shares to be offered by the Company and any shareholder or shareholders on whose behalf the secondary registration statement is pursuant to a Demand Requestwas initiated, then as provided in Section 2(d)accordance with the agreement of such parties.

Priority on Piggyback Registration. The Company shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a2.2(a) (“Piggyback Securities”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 2.7 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated (i) first to the Requesting Holders if such registration statement is not pursuant to a Demand Request or, if not, then first to the Company, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the Holders holders of Piggyback Securities on the basis of the number of Registrable Securities then held by each such Holder or (ii) if such registration statement is pursuant to a Demand Request, then as provided in Section 2(d)holder.

Priority on Piggyback Registration. The Company shall use commercially reasonable efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a2.2(a) (“Piggyback Securities”) to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 2.7 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated (i) first, to the Requesting Holders if such registration statement is not pursuant to a Demand Request or, if not, then first to the Company, and then(ii) second, to the extent that any additional securities can, in the opinion of such managing Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the Holders holders of Piggyback Securities and holders of any shares of Common Stock having contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement (“Other Piggyback Securities”) on the basis of the number of Registrable Piggyback Securities and Other Piggyback Securities then held by each such Holder or (ii) if such registration statement is pursuant to a Demand Request, then as provided in Section 2(d)holder.

Priority on Piggyback Registration. The Company shall use commercially reasonable efforts Notwithstanding any other term of this Section 4, if a registration pursuant to cause this Section 4 involves an Underwritten Offering and the managing Underwriter(s) underwriter or underwriters of a such proposed underwritten offering to permit Underwritten Offering advises the Registrable Securities Company that in its opinion the number of securities requested to be included in such Piggyback Registration exceeds the registration statement for number which can be sold in the offering covered by such offering under Section 3(a) (“Piggyback Securities”) to be included Registration without a significant adverse effect on the same terms offering and conditions as any similar sale (including pricing, timing or distribution) of the securities included therein. Notwithstanding the foregoingoffered, then the Company shall not be required to will include any Holder’s Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter(s) and otherwise complies with the provisions of Section 8 below. If the managing Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated Registration (i) if first, the number of shares of Common Stock sought to be sold by any other person(s) or entities (including the Company) which initiated such registration statement is not pursuant to a Demand Request then first to the Company, and then, to the extent that any additional securities canthat, in the opinion of such managing Underwriter(s)underwriter or underwriters, can be sold in the offering without any such Material Adverse Effecta significant adverse effect on the offering and sale (including pricing, timing or distribution) of the securities offered, selected pro rata among the Holders of Piggyback Securities on Company and such holders based upon the basis of relative proportionate shares they proposed to sell in such registration and (ii) second, the number of Registrable Securities then held by each shares of Common Stock which other holders (including the Holders) have requested be included in such Holder registration, which, in the opinion of the managing underwriter or (ii) if underwriters, can be sold without such registration statement is pursuant adverse affect referred to a Demand Requestabove, then as provided such amount to be allocated pro rata such Holders and other holders based upon the relative proportionate shares they propose to sell in Section 2(d)such registration.