Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, Registrable Securities and (iii) third, the Existing Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities and Existing Registrable Securities on the basis of the number of Registrable Securities and Existing Registrable Securities owned by each such holder and (iviii) fourththird, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha that certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, registration pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder holder, and (iviii) fourththird, other securities securities, if any, requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters for such offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, and (ii) second, the Registrable Shares and the other securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, of the Registrable Securities Company with piggyback registration rights that are pari passu with the rights of the Holders requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the Holders of such Registrable Shares and the holders of such Registrable Securities other securities on the basis of the number of Registrable Securities shares owned by each such holder Holder or holder, and (iviii) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each applicable Stockholder requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company will include in such registration registration: (ia) first, the securities the Company proposes to sellsell solely for its own account, and (iib) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the applicable holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (ivc) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is or includes an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their its reasonable opinion the number of securities Registrable Securities requested to be included in such registration pursuant to Section 2.1 of this Agreement exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company will include in such registration registration: (ia) first, the securities the Company proposes to sell, sell and (iib) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder Holder and (iv) fourth, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in their its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company will include in such registration registration: (ia) first, the securities the Company proposes to sell, and (iib) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration by the Holders, pro rata, if necessary, rata among the holders of such Registrable Securities Holders on the basis of the number of Registrable Securities owned by each such holder Holder, and (ivc) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion reasonable discretion, the number amount of securities requested to be included in sold pursuant to such registration Piggyback Registration exceeds the number amount which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company will shall include in such registration Piggyback Registration the amount of securities which can be so sold in the following order of priority: (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, rata among the holders respective Eligible Holders based upon the percentage of such Eligible Holder’s Registrable Securities on the basis of the number of Registrable Securities owned by each such holder requested to be included therein and (iviii) fourththird, other securities requested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten a primary registration on behalf of the CompanyCompany and the Company determines that, and or in the case of an underwritten registration, the managing underwriters advise the Company in writing that in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting an orderly manner within a price range acceptable to the marketability of the offeringCompany, the Company will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities Shares requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder Registration and (iv) fourth, any other securities requested to be included in such Piggyback Registrationregistration, pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Shares requested for inclusion in such registration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the number of Registrable Securities requested to be included in such Piggyback Registration, pro rataregistration by the Holders, if necessary, necessary pro rata among the holders of such Registrable Securities Holders on the basis of the number of such Registrable Securities owned requested to be included therein by each such holder Holder, and (iviii) fourththird, other securities securities, if any, requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyRHH, and the managing underwriters advise the Company RHH in writing (with a copy to each holder of Registrable Securities requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company RHH will include in such registration (i) first, the securities the Company RHH proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such registration pursuant to the Piggyback RegistrationRegistration rights granted herein, pro rata, if necessary, rata among the holders Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by shares that each holder has requested to be included in such holder registration, and (iviii) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an --------------------------------- underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonably related to fair value, the Company will include in such registration (i) allocate the securities to be included as follows: first, the securities the Company proposes to sell, and (ii) sell on its own behalf; second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the any Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among registration by the holders of Registrable Securities; and third such Registrable Securities on shares of Common Stock which the basis Company has received requests for inclusion from any other securityholder of the Company with contractual rights to include shares in such a registration, in each case within each such group on a pro rata basis determined by reference to the total number of Registrable Securities owned by each such holder and (iv) fourth, other securities requested sought to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, xxxxxxxxxx.xxx and the managing underwriters advise the Company xxxxxxxxxx.xxx in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company xxxxxxxxxx.xxx will include in such registration (i) first, the securities the Company that xxxxxxxxxx.xxx proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iv) fourth, all other securities requested to be included in such Piggyback RegistrationRegistration pro rata among the Holders and the holders of such other securities requested to be included in such Piggyback Registration (as used in this paragraph 3, the "Other Holders") on the basis of the number of shares which the Holders and the Other Holders propose to register.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, pro rata in accordance with the amounts of Registrable Securities and such securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, so included by the respective Holders and holders of such securities of the Company; and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iv) fourth, any other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number amount of Registrable Securities such securities owned by each such holder holder, and (iviii) fourththird, the other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability Company and the holders of the offeringa majority of Registrable Securities requested to be included in such registration, the Company will shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder holder, and (iviii) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is --------------------------------- an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that (with a copy to each holder requesting registration of Registrable Securities) that, in their opinion opinion, the number of securities requested to be included in such registration or offering exceeds the number which can be sold in such offering without adversely affecting the marketability of the such offering, the Company will shall include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder registration and (iv) fourth, other securities requested to be included in such Piggyback Registrationregistration (including securities held by the Five Percent Purchasers), pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be included therein.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share or unit of such securities will be reduced, then the managing underwriter may exclude securities (including Registrable Securities) from the registration exceeds and the underwriting, and the number which can of securities that may be sold in such offering without adversely affecting the marketability of the offering, the Company will include included in such registration (i) and underwriting shall include first, the any securities that the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the total number of Registrable Securities owned which are requested by each such holder and (iv) fourth, other securities requested holders to be included in such Piggyback Registrationregistration, and third, other equity securities requested.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering (i) without adversely affecting the marketability of such offering or (ii) within a price range acceptable to the offeringCompany, the Company will include in such registration (ix) first, the securities the Company proposes to sellsell for its own account, and (iiy) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned requested to be included in such registration by each such holder and (ivz) fourththird, other securities requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany (other than the Initial Public Offering), and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder holder, and (iviii) fourththird, other securities securities, if any, requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company will shall include in such registration Registrable Securities in the following order: (i) first, the securities the Company proposes to sell, and ; (ii) second, the securities requested to be registered Registrable Securities included pursuant to tha certain Third Amended Demand Registration Rights Agreement, and rights; (iii) third, the Registrable Securities requested included pursuant to be Piggyback Registration rights; and (iv) any other securities included in such Piggyback Registrationthe registration, pro rata, if necessary, rata among the holders of such Registrable Securities and such other securities on the basis of the number of Registrable Securities shares owned by each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registrationholder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (iA) first, the securities the Company proposes to sell, and (iiB) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the other Registrable Securities requested to be included in such Piggyback Registrationregistration, pro rata, if necessary, rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned requested to be included therein by each such holder holder, and (ivC) fourththird, other securities securities, if any, requested to be included in such Piggyback Registrationregistration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the securities requested to be registered pursuant to tha the certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such Piggyback Registration, pro rata, if necessary, among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (iv) fourth, other securities requested to be included in such Piggyback Registration.