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 Shares (including any Registrable Shares) proposed to be included in such Piggyback Registration exceeds the Maximum Offering Size, the Company shall include in such Piggyback Registration: (a) first, such number of Shares the Company proposes to include in the Piggyback Registration; and (b) second, to the extent the number of Shares included in the Piggyback Registration under clause (a) is: (i) less than the Maximum Offering Size, the number of Registrable Investor Shares requested to be included therein by the Affiliate Investor in an aggregate amount not to exceed the Maximum Offering Size less the Shares included under clause (i), such that the sum of the Shares proposed under clause (a) plus the number of Registrable Investor Shares proposed to be registered under clause (b) does not exceed the Maximum Offering Size; and (ii) greater than or equal to the Maximum Offering Size, the number of Registrable Investor Shares requested to be included therein by the Affiliate Investor in an aggregate amount not to exceed the Maximum Offering Size.

Priority on Primary Piggyback Registrations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, Company and the managing underwriters advise the Company that in their opinion the number of Ordinary Shares (including any Registrable Shares) proposed to be included in such Piggyback Registration offering exceeds the Maximum Offering Size, the Company shall include in such Piggyback Registration: , (ai) first, such the number of Ordinary Shares that the Company proposes to include in the Piggyback Registration; and sell and (bii) second, to the extent the number of Ordinary Shares included in the Piggyback Registration under clause (a) is: (i) is less than the Maximum Offering Size, the number of Registrable Investor Shares requested to be included therein by any Designated Holders, pro rata among all such holders on the Affiliate Investor basis of the number of Registrable Shares requested to be included therein in an aggregate amount not to exceed the Maximum Offering Size less the Ordinary Shares included under clause (i), ; such that the sum of the Ordinary Shares proposed under clause (ai) plus the number of Registrable Investor Shares proposed to be registered under clause (bii) does not exceed the Maximum Offering Size; and (ii) greater than or equal to the Maximum Offering Size, the number of Registrable Investor Shares requested to be included therein by the Affiliate Investor in an aggregate amount not to exceed the Maximum Offering Size.