Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of any Shareholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to is an underwritten primary offering registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of in such offering (including an adverse effect on within a price range reasonably acceptable to the per share offering price)Company, the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, to the extent of availability and, (ii) second, all other securities (including the Registrable Securities of any Shareholders who have Securities) requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2be included in such registration, pro rata among the respective holders thereof on the basis of the aggregate number of such securities or shares owned by each such Shareholder holder. In the event the underwriters of such primary registration exercise one or more over-allotment options with respect thereto, the shares to be included in such over-allotment option(s) will be allocated pro rata among the Company and the holders of securities described in item (iiiii) third, any other of this Section 3.2(b) on the basis of the number of securities of each such party registered in underlying registration to which the Company that have been requested to be so included, subject to the terms of this Agreementover-allotment option relates.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, sell and (ii) second, Registrable Securities of any Shareholders Stockholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this AgreementStockholder or Person.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters underwriter(s) advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, (subject to the rights of any Senior Shares) Registrable Securities of any Shareholders who have requested registration Holders and Parity Shares of Registrable Securities pursuant to Sections 2.1 or 2.2any Person, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder Holder or Person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of the Investor and any Shareholders transferee who have requested registration of Registrable Securities pursuant to Sections 2.1 4.12(a) or 2.24.12(b), pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which that can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities shares of Company Common Stock the Company proposes to sell, (ii) second, Registrable Securities of any Shareholders holders of Registrable Securities who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2Section 5.2(a), pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder holder of Registrable Securities and (iii) third, any other securities shares of the Company that have been Common Stock requested to be so included, subject included pursuant to the terms exercise of this Agreementother contractual registration rights granted by the Company pro rata among such holders (if applicable) on the basis of the aggregate number of securities requested to be included by such holders.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, including the price at which such offering (including an adverse effect on the per share offering price)securities can be sold, the Company will include in such registration or prospectus only such the maximum number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (offering, including an adverse effect on the per share offering price)price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities of any Shareholders who have and Prior Holder Securities requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2be included in such registration, pro rata among the Shareholder and the Prior Holders of such securities on the basis of the aggregate number of such securities or shares Registrable Securities and Prior Holder Securities so requested to be included therein owned by each such Shareholder holder or in such other manner as they may agree, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreementincluded in such registration.

Priority on Primary Registrations. If a Piggyback Registration relates to is --------------------------------- an underwritten primary offering registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of in such offering (including an adverse effect on within a price range reasonably acceptable to the per share offering price)Company, the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Securities of any Shareholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2be included in such registration, pro rata among the respective holders thereof on the basis of the aggregate number of such securities Shares of Registrable Securities held (or shares owned subject to stock options held) by each such Shareholder holder and (iii) third, any other securities of the Company that have been requested to be so included, subject to included in such registration pro rata among the terms respective holders thereof on the basis of this Agreementthe number of Shares of securities held by each such holder.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities Equity Securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities Equity Securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities Equity Securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, ; (ii) second, Registrable Securities of any Shareholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2Holders, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder Holder; and (iii) third, any other securities of the Company that have been requested to be so included, included (subject to the terms of this Agreement).

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities Shares of the Investor and any Shareholders transferees who have requested registration of Registrable Securities Shares pursuant to Sections 2.1 (A) or 2.2(B), pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, including the price at which such offering (including an adverse effect on the per share offering price)securities can be sold, the Company will include in such registration or prospectus only such the maximum number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (offering, including an adverse effect on the per share offering price)price at which such securities can be sold, which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities of any Shareholders who have and Prior Holder Securities requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2be included in such registration, pro rata among the Shareholders and the Prior Holders of such securities on the basis of the aggregate number of such securities or shares Registrable Securities and Prior Holder Securities so requested to be included therein owned by each such Shareholder holder or in such other manner as they may agree, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreementincluded in such registration.

Priority on Primary Registrations. If a Piggyback Registration relates to is an underwritten primary offering registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of in an orderly manner in such offering (including an adverse effect on within a price range acceptable to the per share offering price)Company, the Company will shall include in such registration or prospectus only such the maximum number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price)advise, which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities of any Shareholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the aggregate number of such securities or shares Registrable Securities owned by each such Shareholder holder, and (iii) third, any securities other securities of the Company that have been than Registrable Securities requested to be so includedincluded in such registration which in the opinion of such underwriters can be sold without adverse effect, subject to pro rata among the terms holders of this Agreementsuch securities on the basis of the number of such securities owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, (subject to the rights of any Senior Shares) Registrable Securities of any Shareholders who have requested registration Holders and Parity Shares of Registrable Securities pursuant to Sections 2.1 or 2.2any Person, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder and Holder or Person and, (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus Prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, ; (ii) second, Registrable Securities of any Shareholders Offeror who have requested registration of Registrable Securities pursuant to Sections 2.1 Section 2.01 or 2.2Section 2.02, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder Person; and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i1) first, the securities the Company proposes to sell, (ii2) second, Registrable Securities of the Shareholder Representative Group and (3) third, Registrable Securities of any other Shareholders who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.2, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this AgreementShareholder.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of any Shareholders who have the Investor to the extent it has requested registration of any such Registrable Securities pursuant to Sections 2.1 Section 1.1 or 2.2this Section 1.2, pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of the Investors and any Shareholders transferees who have requested registration of Registrable Securities pursuant to Sections 2.1 4.9(a) or 2.24.9(b), pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of the Investor and any Shareholders transferees who have requested registration of Registrable Securities pursuant to Sections 2.1 4.7(a) or 2.24.7(b), pro rata on the basis of the aggregate number of such securities or shares owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, if a Piggyback Registration, the securities the Company proposes to sell, (ii) second, Registrable Securities of any Shareholders the Purchasers who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.24.15, pro rata on the basis of the aggregate number of such securities or shares Securities owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.

Priority on Primary Registrations. If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of any Shareholders the Purchasers who have requested registration of Registrable Securities pursuant to Sections 2.1 or 2.24.15, pro rata on the basis of the aggregate number of such securities or shares Securities owned by each such Shareholder person and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement.