Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If a Piggyback Registration is to be an underwritten offering, and the managing underwriter or underwriters, if any, underwriters advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that opinion the number or kind of securities proposed to be sold in such Registration (including Registrable Securities requested to be included pursuant to Section 5(b)(i)) in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such Piggyback Registration, only as may be permitted in the reasonable business judgment of the managing underwriters for such Piggyback Registration: (Ai) creating a substantial risk first, up to that number of securities that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant account, if any; (ii) second, up to a demand Registration right, the that number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registrationregistration by the Holders and that number of securities requested to be included in such registration by any other Person with registration rights applicable to such Piggyback Registration under agreements existing as of the date hereof, to pro rata among the extent necessary to reduce Holders of such Registrable Securities and such other Persons, on the basis of the number of shares owned; and (iii) third, up to that number of other securities requested to be included in such registration. The Holders of any Registrable Securities to be registered included in such an underwritten offering must execute an underwriting agreement, in customary form and in form and substance satisfactory to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination)underwriters.

Priority on Piggyback Registrations. If the managing underwriter or ----------------------------------- underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro --- rata based on the amount of Registrable Securities each of the Demanding ---- Stockholders requested to be included in such Registrationowns at the date of the Piggyback Notice, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters, if any, underwriters advise the Company and the holders of Registrable Securities Corporation in writing that in its or their opinion, that opinion the number or kind of securities proposed to be sold in such Registration (including Registrable Securities requested to be included pursuant to Section 5(b)(i)) in such registration exceeds the number that which can be sold in such offering without (A) creating a substantial risk that adversely affecting the proceeds market or the price per share for the Company Common Shares to be registered by the Corporation, the Corporation will derive from include in such Registration will be reduced, or that registration the number of shares securities that in the opinion of such managing underwriters can be sold without adversely affecting the market or the price for such Common Shares. In such event, the Registration Statement will include (a) all the securities proposed to be registered is too large a number to be reasonably sold or by the Corporation and (Bb) materially and adversely affecting such Registration in any other respect, without any reduction in the aggregate amount of securities shares of other capital stock of the Company proposes to issue Corporation upon which contractual registration rights have been granted ("Other Securities") and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registrationregistration that in the opinion of such managing underwriters can be sold without adversely affecting the market or the price for such Common Shares, with such aggregate amount of securities to the extent necessary be allocated among each holder of such Other Securities and Registrable Securities in proportion to reduce the number of Registrable Securities to be registered to shares requested for inclusion in such registration by each such holder, but in no event shall the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders amount of Registrable Securities be reduced to less than 5% of such determination)the total amount of securities included in the offering.

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registrationowns at the date of the Piggyback Notice, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If the managing underwriter or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If the managing underwriter ----------------------------------- or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that ---------------- can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro --- rata based on the amount of Registrable Securities each of the Demanding ---- Stockholders requested to be included in such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter or underwriters, if any, underwriters advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that opinion the number or kind of securities proposed to be sold in such Registration (including Registrable Securities requested to be included pursuant to Section 5(b)(i)) in any Piggyback Registration exceeds the aggregate number that which can be sold in an orderly manner in such offering without (A) creating within a substantial risk that price range acceptable to the proceeds or price per share Company, the Company will derive from include in such Registration will be reducedregistration, or that first, the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or which, in the amount opinion of such underwriters, can be sold in an orderly manner within such price range, second, the maximum number of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registrationregistration by any person pursuant to any demand registration which in the opinion of such underwriters can be sold in an orderly manner within such price range, to pro rata among the extent necessary to reduce holders of such securities on the basis of the number of shares owned by each such holder, third, the Registrable Securities and any other securities requested to be registered included pursuant to other registration rights in such registration which in the number recommended by the managing underwriter or determined by the Company after consultation with opinion of such underwriters can be sold in an investment banker of nationally recognized standing (notification of which number shall be given by the Company to orderly manner within such price range, pro rata among the holders of Registrable Securities such securities on the basis of the number of shares owned by each such holder, and fourth, any other securities requested to be included in such registration which in the opinion of such determination)underwriters can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder; provided, however, that no Piggyback Registration may be effected unless at least % of the shares registered thereunder are Registrable Securities.

Priority on Piggyback Registrations. If In connection with any offering under this Section 3 involving an underwriting, USCB shall not be required to include any Registrable Shares in such underwriting unless the Investors requesting registration in connection thereof accept the terms of the underwriting as agreed upon between USCB and the underwriters selected by USCB. If, in the opinion of the managing underwriter underwriter, the registration of all, or underwriterspart of, the Registrable Shares that the Investors have requested to be included would materially and adversely affect such public offering, then USCB shall be required to include in the underwriting only that number of Registrable Shares, if any, advise that the Company managing underwriter(s) in good faith believes may be sold without causing such adverse effect; and provided that no Persons other than USCB, the Investors and the holders successors, permitted assigns, heirs, executors or administrators of Registrable Securities in writing that in its or their opinion, that the number or kind of any Investor shall be permitted to include securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, offering. If the number of Registrable Securities Shares which can be so sold is less than the number requested to be registered for each Demanding Stockholder shall be reduced pro rata based on registered, the amount of Registrable Securities each Shares to be sold shall be allocated (a) first, the shares that USCB desires to sell shall be included in the registration, and (b) second, pro rata among the Investors desiring to participate in such registration on the basis of the Demanding Stockholders amount of such Registrable Common Shares requested to be included in registered by such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination)Investors.

Priority on Piggyback Registrations. If the managing ----------------------------------- underwriter or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro rata based on the amount of Registrable Securities each of the Demanding Stockholders requested to be included in such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).

Priority on Piggyback Registrations. If the managing ----------------------------------- underwriter or underwriters, if any, advise the Company and the holders of Registrable Securities in writing that in its or their opinion, that the number or kind of securities proposed to be sold in such Registration (including Registrable Securities to be included pursuant to Section 5(b)(i)) exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share the Company will derive from such Registration will be reduced, or that the number of shares to be registered is too large a number to be reasonably sold or (B) materially and adversely affecting such Registration in any other respect, without any reduction in the amount of securities the Company proposes to issue and sell for its own account or in the amount of securities any other security holder proposes to sell for its own account pursuant to a demand Registration right, the number of Registrable Securities to be registered for each Demanding Stockholder shall be reduced pro --- rata based on the amount of Registrable Securities ea each of the Demanding ---- Stockholders requested to be included in such Registration, to the extent necessary to reduce the number of Registrable Securities to be registered to the number recommended by the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities of such determination).