Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters underwriters, if any, advise the selling Holders in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the selling Holders of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed Underwritten Offering to permit Holders holding be sold in such registration (including Registrable Securities requested to be included pursuant to subsection 2.2(a) above) is inconsistent with that which can be sold in the such registration for such offering to include therein all such Registrable Securities requested to be so included without having a material effect on the same terms and conditions as any securities success of the Company included therein offering (other than including, without limitation, an impact on the indemnification by selling price or the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount number of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringany participant may sell), then the Company will include in such registration only the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock shares the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with by the advice Holders. To the extent that the privilege of such managing underwriter, can including Registrable Securities in any Piggyback Registration must be sold without having allocated among the adverse effect referred selling Holders pursuant to clause (ii) above, the allocation shall be made pro rata based on the number of Registrable Securities which the Holders that each such Holder shall have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holderinclude therein.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% and subject to the provisions of Section 2(c), if applicable, the Common Stock of the Person who requests has demanded such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder. No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Registrable Securities pursuant to Section 2 hereof.

Priority on Piggyback Registrations. The Company will cause If the managing underwriter or underwriters underwriters, if any, advise the holders of Registrable Securities in writing that in its or their reasonable opinion or, in the case of a proposed Underwritten Offering to permit Holders holding Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Securities requested of such determination), after consultation with an investment banker of nationally recognized standing, that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included in the registration for such offering pursuant to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein subsection (other than the indemnification by the Holders, which a)(1) above) will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringoffering (including, then without limitation, a material impact on the selling price), the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold, without having a material adverse effect on the success of such offering, as follows: (i) first, 100% of the Common Stock of shares the Person who requests such registration, if anyCompany proposes to sell, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to aboveby SBW, the number Carlyle Stockholders, the Clipper Stockholders and the Xxxx Xxxxx Stockholders, pro rata among such requesting Stockholders on the basis of their respective holdings of Common Stock on a Fully Diluted Basis, and (iii) third, the Registrable Securities which the Holders have requested to be included in such registrationregistration by the By-Word Stockholders, such amount to be allocated pro rata among all such requesting Holders Stockholders on the basis of the relative number their respective holdings of Registrable Securities then held by each such HolderCommon Stock on a Fully Diluted Basis.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders Holder, if holding Registrable Securities requested to be included in the registration for such offering offering, to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the "Piggyback Shares") on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the HoldersHolder, which will be limited as set forth in Section 7 hereof6(b) hereof and provided, that Holder gives customary representations and warranties). The Company shall cooperate with Holder in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by Holder only to those representations, warranties or agreements regarding Holder, Holder's Registrable Securities and Holder's intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders Holder in writing to the effect that the total amount of securities that such Holders and Holder, the Company and any other Person propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.:

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders Holder, if holding Registrable Securities requested to be included in the registration for such offering offering, to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the “Piggyback Shares”) on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the HoldersHolder, which will be limited as set forth in Section 7 hereof6(b) hereof and provided, that Holder gives customary representations and warranties). The Company shall cooperate with Holder in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by Holder only to those representations, warranties or agreements regarding Holder, Holder’s Registrable Securities and Holder’s intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders Holder in writing to the effect that the total amount of securities that such Holders and Holder, the Company and any other Person propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.:

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders and any other persons having registration rights have requested to be included in such registration, such amount to be allocated pro rata among all such requesting Holders and such other persons on the basis of the relative number of Registrable Securities then held by each such HolderHolder and such other persons.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of the Company to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iiiii) thirdsecond, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in underwriter(s) for the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of advise the Company included therein (other than the indemnification by the Holders, which will be limited as set forth that in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of their opinion the number of Registrable Securities shares of Common Stock requested to be included in such registration which, with exceeds the advice number of such managing underwriter, Common Stock which can be sold in such offering without having affecting the adverse effect referred success of the offering of the securities of the Company to abovebe offered and sold by the Company for its own account, the Company will so advise the Holders in writing and will include in such registration that number of Registrable Securities shares of Common Stock which the managing underwriter(s) have advised the Company, in their opinion, will not affect the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; (ii) second, the Common Stock and securities, if any, that any person (other than the Holders) having piggyback registration rights granted prior to the date hereof who by their terms have priority over the rights of the Holders have on registration, proposes to sell; and (iii) third, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to Section 3(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will cause If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities requested to be included in underwriter(s) for the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of advises the Company included therein (other than the indemnification by the Holders, which will be limited as set forth that in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of its opinion the number of Registrable Securities shares of Common Stock requested to be included in such registration which, with exceeds the advice number of such managing underwriter, shares of Common Stock which can be sold in such offering without having adversely affecting the adverse effect referred offering of the shares of Common Stock to abovebe included therein, the Company will so advise the Holders in writing and will include in such registration that number of Registrable Securities shares of Common Stock which the Holders have managing underwriter(s) has advised the Company, in its opinion, will not adversely affect the shares of Common Stock to be offered by the Company, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; and (ii), second, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to Section 2(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.

Priority on Piggyback Registrations. The Company will use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Securities the Management Stockholder, along with POI Acquisition and any Other Selling Stockholders having similar piggyback rights (together, the “Holders”), if requested to be included in the registration for such offering offering, to include therein all such Registrable Securities shares of Common Stock requested to be so included (such securities, the “Piggyback Shares”) on the same terms and conditions as any securities of the Company included therein (other than the indemnification by the Holders, which will provided, that the Holders give customary covenants, representations and warranties). The Company shall cooperate with the Management Stockholder in order to seek to limit any representations and warranties to, or agreements with, the Company or the underwriters to be limited as set forth in Section 7 hereof)made by the Management Stockholder only to those representations, warranties or agreements regarding such Management Stockholder, such Management Stockholder’s Piggyback Shares and such Management Stockholder’s intended method of distribution and any other representations required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders Company to the effect that the total amount of securities that such the Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering (including by affecting the price per share in the offering), then the Company will include in such registration (i) first, 100% of the Common Stock of the Person who requests such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder.: