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 Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Holders (if the Stockholder has any Holders have elected to include Registrable Common Stock in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering registration exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder Holders (if the Stockholder has any Holders have elected to include Registrable Common Stock in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder (if the Stockholder has elected to include Registrable Common Stock Securities in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder (if the Stockholder has elected to include Registrable Common Stock Securities in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Holders (if any of the Stockholder has Holders have elected to include Registrable Common Stock in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering registration exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder Holders (if any of the Stockholder has Holders have elected to include Registrable Common Stock in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Holder (if the Stockholder Holder has elected to include Registrable Common Stock in such Piggyback Registration) that in their opinion the number of shares of Common Stock proposed to be included in such offering registration exceeds the number of shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock that the Company proposes to sell, and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including the Stockholder Holder (if the Stockholder Holder has elected to include Registrable Common Stock in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Shares in such Piggyback Registration) that in their opinion the number of shares of Common Stock Shares proposed to be included in such offering exceeds the number of shares Shares (of Common Stock which any class) that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sell, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common StockShares, including the Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Securities in such Piggyback Registration) that in their opinion the number of shares of Common Stock Shares proposed to be included in such offering exceeds the number of shares Shares (of Common Stock any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sell, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common StockShares, including the Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Securities in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock 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 Stockholder Shareholder (if the Stockholder Shareholder has elected to include Registrable Common Stock Shares in such Piggyback Registration) that in their opinion the number of shares of Common Stock Shares proposed to be included in such offering exceeds the number of shares of Common Stock Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sell, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common StockShares, including the Stockholder Shareholder (if the Stockholder Shareholder has elected to include Registrable Common Stock Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock Shares 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 Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Shares in such Piggyback Registration) that in their opinion the number of shares of Common Stock Shares proposed to be included in such offering exceeds the number of shares Shares (of Common Stock any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sell, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common StockShares, including the Stockholder Investor (if the Stockholder Investor has elected to include Registrable Common Stock Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agreeagree (with such 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 Stockholder Holders (if the Stockholder any Holder has elected to include Registrable Common Stock Securities in such Piggyback Registration) that in their the opinion of the managing underwriters, the number of shares of Common Stock Shares proposed to be included in such offering registration exceeds the number of shares of Common Stock Shares which can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Stock proposed Shares to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sell, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common StockShares, including the Stockholder Holders (if the Stockholder any Holder has elected to include Registrable Common Stock Securities in such Piggyback Registration), pro rata among all such holders on the basis of the number of shares of Common Stock Shares 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 Stockholder Holders (if the Stockholder has any Holders have elected to include Registrable Common Stock Shares in such Piggyback Registration) that in their opinion the number of shares of Common Stock Shares proposed to be included in such offering registration exceeds the number of shares of Common Stock Shares which can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including Common Shares proposed to be included in any such Piggyback Registration would adversely affect the price per share of the Common Stock proposed Shares to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of shares of Common Stock Shares that the Company proposes to sellsell in such offering, and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common Stock, including the Stockholder (if the Stockholder has elected to include Registrable Common Stock in such Piggyback Registration)offering by the Holders, pro rata among all such holders the participating Holders on the basis of the number of shares of Common Stock Shares requested to be included therein by all such holders each participating Holder or as such holders and the Company participating Holders may otherwise agree, and (iii) third, the Common Shares that any other holders of Common Shares propose to sell in such offering.