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 that in their opinion the number of Ordinary Shares proposed to be included in such offering exceeds the number of Ordinary 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 Ordinary Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Ordinary Shares that the Company proposes to sell and (ii) second, to the extent the number of Ordinary Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including (i)) exceeds the number of Ordinary Shares proposed under (i), the number of Ordinary Shares requested to be included therein by holders of Ordinary Shares, including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of Ordinary Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agree, such that the sum of the Ordinary Shares proposed under (i) and the number of Ordinary Shares proposed under (ii) does not exceed the number of Ordinary Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including (i)).

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 that that, in their opinion opinion, the number of Ordinary Shares proposed to be included in such offering offering, including all Registrable Securities and all other Ordinary Shares proposed to be included in such offering, exceeds the number of Ordinary Shares which that can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share share, timing or distribution of the Ordinary Shares proposed to be sold in such offering), the Company shall include in such registration and offering Piggyback Registration or Piggyback Shelf Takedown: (i) first, the number of Ordinary Shares that the Company proposes to sell in such offering; and (ii) second, to the extent the number of any Ordinary Shares which can proposed to be sold included in such offering without materially delaying or jeopardizing by any other Person to whom the success of the Company has a contractual obligation to facilitate such offering (including (i)) exceeds the number of Ordinary Shares proposed under (i), the number of Ordinary Shares any Registrable Securities requested to be included therein by holders a Holder), allocated, in the case of Ordinary Shares, including the Investor this clause (if the Investor has elected to include Registrable Shares in such Piggyback Registrationii), pro rata among all such holders Persons on the basis of the number of Ordinary Shares requested initially proposed to be included therein by all each such holders or as Person in such holders and the Company may otherwise agreeoffering, such that the sum of the Ordinary Shares proposed under (i) and up to the number of Ordinary Shares proposed under (ii) does not exceed Shares, if any, that the number of Ordinary Shares which managing underwriters determine can be sold included in such the offering without otherwise materially delaying or jeopardizing adversely affecting the success of the offering (including (i)the price per share, timing or distribution of the 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 Underwritten Offering on behalf of the Company and the managing underwriters of the offering advise the Company that in writing that, in their opinion opinion, the number of Ordinary Shares shares of Common Stock proposed to be included in such offering offering, including all Registrable Securities and all other Common Stock proposed to be included in such offering, exceeds the number of Ordinary Shares which shares of Common Stock that can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share price, timing or distribution of the Ordinary Shares proposed securities to be sold in such offering), the Company shall include in such registration and offering Piggyback Registration or Piggyback Shelf Takedown: (i) first, the number of Ordinary Shares Common Stock that the Company proposes to sell in such offering; and (ii) second, any Common Stock proposed to be included in such offering by any other Person to whom the extent 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 Ordinary Shares which shares of Common Stock then-owned by each such Person in such offering, up to the number of shares of Common Stock, if any, that the managing underwriters determine can be sold included in such the offering without materially delaying or jeopardizing reasonably being expected to adversely affect the success of the offering (including (i)) exceeds the number price, timing or distribution of Ordinary Shares proposed under (i), the number of Ordinary Shares requested securities to be included therein by holders of Ordinary Shares, including the Investor (if the Investor has elected to include Registrable Shares offered in such Piggyback Registration), pro rata among all such holders on the basis of the number of Ordinary Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agree, such that the sum of the Ordinary Shares proposed under (i) and the number of Ordinary Shares proposed under (ii) does not exceed the number of Ordinary Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including (i)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 that that, in their opinion opinion, the number of Ordinary Shares shares of Class A Common Stock proposed to be included in such offering offering, including all Registrable Securities and all other shares of Class A Common Stock proposed to be included in such offering, exceeds the number of Ordinary Shares shares of Class A Common Stock which can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share price, timing or distribution of the Ordinary Shares proposed shares to be sold in such offering), the Company shall include in such registration and offering Piggyback Registration or Piggyback Shelf Takedown: (i) first, the number shares of Ordinary Shares Class A Common Stock that the Company proposes to sell in such offering; and (ii) second, the shares of Class A Common Stock proposed to be included in such offering by any other Person (including any Registrable Securities requested to be included therein by the extent Investor Holders), allocated pro rata among such Persons on the basis of the number of Ordinary Shares which shares of Class A Common Stock (or other Registrable Securities) initially requested to be sold by each such Person in such offering, up to the number, if any, that the managing underwriters determine can be sold included in such the offering without materially delaying or jeopardizing reasonably being expected to adversely affect the success of the offering (including (i)) exceeds the number price, timing or distribution of Ordinary Shares proposed under (i), the number of Ordinary Shares requested shares to be included therein by holders of Ordinary Shares, including the Investor (if the Investor has elected to include Registrable Shares offered in such Piggyback Registration), pro rata among all such holders on the basis of the number of Ordinary Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agree, such that the sum of the Ordinary Shares proposed under (i) and the number of Ordinary Shares proposed under (ii) does not exceed the number of Ordinary Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including (i)offering).