Common use of Priority on Primary Piggyback Registrations Clause in Contracts

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in such offering; and (ii) second, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder), allocated, in the case of this clause (ii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included by each such Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities Ordinary Shares proposed to be included in such offering, including all Registrable Securities and all other Equity Securities Ordinary Shares proposed to be included in such offering, exceeds the number of Equity Securities Ordinary Shares that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the priceprice per share, timing or distribution of the securities Ordinary Shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities number of Ordinary Shares that the Company proposes to sell in such offering; and (ii) second, any Equity Securities Ordinary Shares proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder), allocated, in the case of this clause (ii), pro rata among such Persons on the basis of the number of Equity Securities Ordinary Shares initially proposed to be included by each such Person in such offering, up to the number of Equity SecuritiesOrdinary Shares, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to otherwise materially adversely affect affecting the success of the offering (including the priceprice per share, timing or distribution of the securities Ordinary Shares to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in such offering; and (ii) second, any Registrable Securities requested to be included therein by any Sxxxx Family Stockholders, allocated, in the case of this clause (ii), pro rata among such Sxxxx Family Stockholders on the basis of the number of Registrable Securities initially proposed to be included by each such Sxxxx Family Stockholder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)offering, allocated, in the case of this clause (iiiii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included by each such Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering Underwritten Offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in such offering; and (ii) second, any Registrable Securities requested to be included in such offering by any Holders or any Equity Securities proposed to be included in such the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)offering, allocated, in the case of this clause (ii), pro rata among such Holders and Persons on the basis of the number of Equity Securities initially proposed to be included by each such Holder or Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such the offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such that offering, including all Registrable Securities and all other Equity Securities proposed to be included in such the offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in such the offering; and (ii) second, any Equity Securities proposed to be included in such the offering by any other Person Holders exercising their rights pursuant to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)this Section 5, allocated, in the case of this clause (ii), pro rata among such Persons those Holders on the basis of the number of Equity Securities initially proposed to be included by each such Person Holder in such the offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Parent and the managing underwriters of the offering advise the Company Parent in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company Parent shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company Parent proposes to sell in such offering; and (ii) second, any Registrable Securities requested to be included therein by any Holders, allocated, in the case of this clause (ii), pro rata among such Holders on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be included in such offering by any other Person to whom the Company Parent has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)offering, allocated, in the case of this clause (iiiii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included by each such Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Parent and the managing underwriters of the offering advise the Company Parent in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company Parent shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company Parent proposes to sell in such offering; and offering; (ii) second, any Registrable Securities requested to be included therein by any Holders, allocated, in the case of this clause (ii), pro rata among such Holders on the basis of the number of Registrable Securities initially proposed to be included by each such Holder in such offering, up to the number of Registrable Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering); and (iii) third, any Equity Securities proposed to be included in such offering by any other Person to whom the Company Parent has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)offering, allocated, in the case of this clause (iiiii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included by each such Person in such offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and if the managing underwriters of the offering advise the Company in writing that, that in their opinion, opinion the number of Equity Securities proposed securities requested to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, registration exceeds the number of Equity Securities that securities which can reasonably be expected to be sold in an orderly manner in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in such offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or Piggyback Shelf Takedownmethod of distribution, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in such offering; and sell, (ii) second, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Investor Registrable Securities requested to be included therein by a Holder)in such registration, allocated, which in the case opinion of this clause (ii)such underwriters can be sold in an orderly manner without such adverse effect, pro rata among such Persons the respective holders thereof on the basis of the number of Equity Investor Registrable Securities initially proposed owned by each such holder, (iii) third, any Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Other Registrable Securities owned by each such Person holder, and (iii) fourth, any other securities requested to be included in such offeringregistration, up to which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the such securities to be offered in owned by each such offering)holder.

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such that offering, including all Registrable Securities and all other Equity Securities proposed to be included in such the offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such the offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such the offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities that the Company proposes to sell in such the offering; and (ii) second, any Equity Securities proposed to be included in such the offering by any other Person Holders exercising their rights pursuant to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder)this Section 4, allocated, in the case of this clause (ii), pro rata among such Persons those Holders on the basis of the number of Equity Securities initially proposed to be included by each such Person Holder in such the offering, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in the offering); and (iii) third, any Equity Securities proposed to be included in the offering by any other Person to whom the Company has a contractual obligation to facilitate such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities shares of Class A Common Stock proposed to be included in such offering, including all Registrable Securities and all other Equity Securities shares of Class A Common Stock proposed to be included in such offering, exceeds the number of Equity Securities that shares of Class A Common Stock which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities shares to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities shares of Class A Common Stock that the Company proposes to sell in such offering; and (ii) second, any Equity Securities the shares of Class A Common Stock proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holderthe Investor Holders), allocated, in the case of this clause (ii), allocated pro rata among such Persons on the basis of the number of Equity Securities shares of Class A Common Stock (or other Registrable Securities) initially proposed requested to be included sold by each such Person in such offering, up to the number of Equity Securitiesnumber, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities shares to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering Underwritten Offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities shares of Common Stock proposed to be included in such offering, including all Registrable Securities and all other Equity Securities Common Stock proposed to be included in such offering, exceeds the number of Equity Securities shares of Common Stock that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Takedown: (i) first, the Equity Securities Common Stock that the Company proposes to sell in such offering; and (ii) second, any Equity Securities Common Stock proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities requested to be included therein by a Holder), allocated, in the case of this clause (ii), pro rata among such Persons on the basis of the number of Equity Securities initially proposed to be included shares of Common Stock then-owned by each such Person in such offering, up to the number of Equity Securitiesshares of Common Stock, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

Priority on Primary Piggyback Registrations. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company Company, and the managing underwriters of the offering underwriter(s) advise the Company in writing that, that in their opinion, good faith opinion the number of Equity Securities proposed securities requested to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, registration exceeds the number of Equity Securities that securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the marketability, proposed offering (including the price, timing or method of distribution of the securities to be sold in such offering), then the Company shall include in such Piggyback Registration registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or Piggyback Shelf Takedownmethod of distribution of the offering, with priority for inclusion to be determined as follows: (i) first, the Equity Securities that securities the Company proposes to sell in such offering; and sell, (ii) second, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (including any Registrable Securities securities requested to be included therein by a Holder), allocatedany holders who have piggyback registration rights under any Other Registration Rights Agreement and the Registrable Shares requested by each Selling Stockholder to be included in such registration which, in the case opinion of this clause (ii)the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Persons securities on the basis of the number of Equity Securities initially proposed such securities owned by each such holder and (iii) third, any other securities requested to be included by each such Person in such offeringregistration which, up to in the number opinion of Equity Securitiesthe underwriters, if any, that the managing underwriters determine can be included in the offering sold without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in any such offering)adverse effect.