Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and (B) that number of securities which shall have been requested by any other holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do not exceed the Underwriters' Maximum Number; and (ii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company shall be required to include in such registration pursuant to clause (i)(B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration Registrations is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Underwriters' Maximum NumberHolders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Underwriters' Maximum NumberHolders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) Persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities and Ableco Securities requested by any other the holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Registrable Securities and Ableco Securities shall be allocated PRO RATA among the Underwriters' Maximum Numberholders thereof on the basis of the number of Registrable Securities and Ableco Securities requested to be included therein by each such holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Registrable Securities shall be allocated PRO RATA among the Underwriters' Maximum NumberHolders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' ’ Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Combined Registrable Securities requested by any other holders the Combined Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Combined Registrable Securities shall be allocated pro rata among the Underwriters' Maximum NumberCombined Holders thereof on the basis of the number of Combined Registrable Securities requested to be included therein by each such Combined Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Investor Securities requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Investor Securities shall be allocated pro rata among the Underwriters' Maximum NumberHolders thereof on the basis of the number of Investor Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Investor Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) other Persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) the Company will be obligated and required to include in such registration that number of securities Investor Registrable Securities which shall have been requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed the difference between the Underwriters' Maximum NumberNumber and the number of Registrable Securities which the Company proposes to offer and sell for its own account in such registration; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of securities Registrable Securities which shall have been requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess, and such number of Registrable Securities shall be allocated pro rata among the Underwriters' Maximum NumberHolders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is an underwritten registration, registration and the managing underwriters shall give written advice to advise the Company of an Underwriters' Maximum Number, then: (i) in writing that in their opinion the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and (B) that number of securities which shall have been requested by any other holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do not exceed the Underwriters' Maximum Number; and (ii) if the Underwriters' Maximum Number exceeds the sum of number which can be sold in an orderly manner in such offering within a price range acceptable to the number of securities which Company, the Company shall be required to include in such registration pursuant to clause (i)(Bi) and first, the number of securities which the ----- Company proposes to offer and sell for its own account account, (ii) second, the Registrable ------ Securities requested to be included in such registration, then pro rata among the Company may include Registration Rights Holders on the basis of their respective ownership of Registrable Securities, and (iii) third, other securities requested to be ----- included in such registration registration; provided, however, that for purposes of this -------- ------- Section 3(c), all holders of Virgin Registrable Securities shall be considered one Registration Rights Holder. The Company shall not limit the number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested Securities to be included in a Piggyback Registration pursuant to this Registration Rights Agreement in order to include shares held by stockholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to any stock option plan unless such employees, officers, directors or consultants have registration and which shall not be greater than such excessrights.

Priority on Piggyback Registrations. If a in connection with any Piggyback Registration is an underwritten registrationRegistration, and the managing underwriters shall give written advice to the Company of that, in their opinion, there is an Underwriters' Maximum NumberNumber of securities that may successfully be included in such registration, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and (B) that number of securities which shall have been requested by any other holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed the Underwriters' Maximum Number; and (ii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company shall will be obligated and required to include in such registration pursuant to clause (i)(B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including shares of Registrable Securities) Securities which persons (including Promptus) shall have been requested by the Stockholders to be included in such registration and which does not exceed the difference between the Underwriters' Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above and such number of shares of Registrable Securities shall not be greater allocated pro rata among each such Stockholder, on the basis of the number of shares of Registrable Securities requested to be included therein by each such Stockholder and, if the total of such Registrable Securities and such securities which the Company is entitled to include pursuant to clause (i) above is less than such excessthe Underwriters' Maximum Number, the Company may include shares requested to be included by other securityholders of the Company.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, securityholder exercising its registration rights and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum NumberNumber exceeds the number of securities which such securityholder proposes to offer and sell in such registration, then: (i) then the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and (B) that number of securities which shall have been requested by any other holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed the Underwriters' Maximum Number, (iii) if the Underwriters' Maximum Number exceeds sum of the number of securities which the Company shall be required to include in such registration for the account of the securityholder requesting such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration the number of securities requested to be included in such registration by the Holders of Registrable Securities and any other securityholders of the Company having piggyback rights to the extent that such number does not exceed such excess, and such securities shall be allocated pro rata among such Holders of Registrable Securities and other securityholders on the basis of the number of securities requested to be included therein by each such Holder of Registrable Securities and other securityholder; and (iiiv) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company shall be required to include in such registration pursuant to clause clauses (i)(Bi) and (iii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (Bii) that if the Underwriters' Maximum Number exceeds the number of securities which shall have been the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by any other holders the Holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Underwriters' Maximum NumberHolders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration (A) that number of securities which the Company proposes to offer and sell for its own account in such registration and (B) that number of securities which shall have been requested by any other holders thereof who have registration rights pursuant to an agreement with the Company which is in effect on the date hereof to be included in such registration and which securities in the aggregate do does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company shall include in such registration that number of Registrable Securities which the Holders thereof shall have requested be included in such registration and which shall not be greater than such excess and such Registrable Securities shall be allocated PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iiiii) if the Underwriters' Maximum Number exceeds the sum of the number of securities Registrable Securities which the Company shall be required to include in such registration pursuant to clause (i)(Bii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities (including Registrable Securities) which other persons (including Promptus) shall have requested be included in such registration and which shall not be greater than such excess.