Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) that in their good faith opinion the number of securities proposed to be included in such offering exceeds the number of securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities requested to be included therein by holders of securities, including the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among all participating holders on the basis of the number of securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders Investor (if any Holders have the Investor has elected to include Registrable Securities Shares in such Piggyback Registration) that in their good faith opinion the number of securities Shares proposed to be included in such offering exceeds the number of securities Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security share of the Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities Shares requested to be included therein by holders of securitiesShares, including the Holders Investor (if any Holders have the Investor has elected to include Registrable Securities Shares in such Piggyback Registration), pro rata (as nearly as practicable) among all participating such holders on the basis of the number of securities Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agreeagree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders Investor (if any Holders have the Investor has elected to include Registrable Securities Shares in such Piggyback Registration) that in their good faith opinion the number of securities Shares proposed to be included in such offering exceeds the number of securities Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security share of the Shares proposed to be sold in such offering), the Company shall include in such registration and offering only such number of Shares that in the opinion of such underwriters can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), which Shares will be so included in the following order of priority: (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities Shares requested to be included therein by holders of securitiesShares, including the Holders Investor (if any Holders have the Investor has elected to include Registrable Securities Shares in such Piggyback Registration), pro rata (as nearly as practicable) among all participating such holders on the basis of the number of securities Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agreeagree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) that in their good faith opinion the number of securities proposed to be included in such offering exceeds the number of securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities requested to be included therein by holders of securities, including the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among all participating holders on the basis of the number of securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.. ​

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders Investors (if any Holders the Investors have elected to include Registrable Securities Shares in such Piggyback Registration) that in their good faith opinion the number of securities Shares proposed to be included in such offering exceeds the number of securities Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security share of the Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of securities Shares requested to be included therein by holders of securitiesShares, including the Holders Investors (if any Holders the Investors have elected to include Registrable Securities Shares in such Piggyback Registration), pro rata (as nearly as practicable) among all participating such holders on the basis of the number of securities Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agreeagree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company registers Registerable Securities pursuant to clauses (i) or (ii) of Section 3(a) and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) that that, in their good faith opinion opinion, the number of securities Registerable Securities proposed to be included in an Underwritten Offering in connection with such offering Registration Statement exceeds the number of securities which Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of the such offering (including the price per security share of the Shares proposed to be sold in such offering) (the “Primary Piggyback Maximum Number of Shares”), the Company shall include in such registration and offering offering: (i) first, up to the number of Shares that Registerable Securities to be issued and sold by the Company proposes to sellin such offering, if any, without exceeding the Primary Piggyback Maximum Number of Shares and (ii) second, to the number extent that the Primary Piggyback Maximum Number of securities Shares has not been reached under the foregoing clause (i), all Registerable Securities requested to be included therein by holders of securities, including the all Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), on a pro rata (as nearly as practicable) among all participating holders basis based on the basis of the number of securities requested to be included therein Registerable Securities Beneficially Owned by all each such holders or as such holders and Holder without exceeding the Company may otherwise agreePrimary Piggyback Maximum Number of Shares.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Holders Stockholder (if any Holders have the Stockholder has elected to include Registrable Securities Shares in such Piggyback Registration) that in their good faith opinion the number of Registrable Shares and other securities proposed to be included in such offering exceeds the number of Registrable Shares and other securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security share of the shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares shares that the Company proposes to sell, and (ii) second, the number of securities shares requested to be included therein by holders of shares of other securities, including the Holders Stockholder (if any Holders have the Stockholder has elected to include Registrable Securities Shares in such Piggyback Registration), pro rata (as nearly as practicable) among all participating such holders on the basis of the number of securities shares requested to be included therein by all such holders or as such holders and the Company may otherwise agreeagree (with allocations among different classes of shares, if more than one are involved, to be determined by the Company).

Priority on Primary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Commission, all of the securities to be included in the registration statement for any Piggyback Registration initiated as a primary registration on behalf of the Company, cannot be so included, or (ii) a Piggyback Registration is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and the managing underwriters advise the Company and the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration) writing that in their good faith opinion the number of securities proposed requested to be included in such offering registration exceeds the number of securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per security proposed to be sold in having an adverse effect on such offering), then the Company shall include in such registration and offering statement (ix) first, the number of Shares that securities the Company proposes to sell, and (iiy) second, the number of securities other than Registrable Securities requested to be included therein by the holders of securitiessuch other securities (the “Other Holders”), including if any, allocated among such holders in such manner as they may agree, and (z) third, the Registrable Securities requested to be included therein by the Holders, allocated pro rata among the Holders (if any Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata (as nearly as practicable) among all participating holders on the basis of the number of securities requested to be included therein Registrable Securities owned by all each such holders Holder or in such manner as such holders and the Company they may otherwise agree.