Common use of Priority on Registration Clause in Contracts

Priority on Registration. In the case of any registration of Common Stock by the Company, if the managing underwriters give written advice to the Company of an Underwriters' Maximum Number (as defined herein), then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested by the Holders to be included in such registration and which shall not be more than (A) in the case of the Company's initial public offering, 20% of the Underwriters' Maximum Number, or (B) in the case of any other registration 30% of the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated pro rata among all the Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (ii) the Company shall be entitled to include in such registration that number of securities which the Company proposed to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Number and the number of Registrable Securities which the Company shall be required to include in such registration; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Registration. In the case of any registration of Common Stock by the Company, if If the managing underwriter or underwriters give written advice to advise the Company and the holders of an Underwriters' Maximum Number (as defined herein), then: (i) the Company will Registrable Securities to be obligated and required to include registered in such registration writing that in its or their opinion the number of Registrable Securities which shall have been proposed to be sold in any Registration under this Section 4(a) and any other securities of the Company requested by the Holders or proposed to be included in such registration and which shall not Registration exceeds the number that can be more than sold in such offering without (A) in creating a substantial risk that the case proceeds or price per share that will be derived from such Registration will be materially reduced or that the number of the Company's initial public offering, 20% of the Underwriters' Maximum NumberRegistrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in the case of any other registration 30% of respect, the Underwriters' Maximum Number, and Company will (x) include in such Registration the aggregate number of Registrable Securities shall be allocated pro rata among all recommended by the Holders of such managing underwriter on the following basis: FIRST, the Registrable Securities requested to be registered on the basis behalf of the number demanding stockholder, unless the demanding stockholder is the Xxxxxx Partnership, under this Section 4(a) or (b); SECOND, the Registrable Securities requested to be registered on behalf of the other Stockholders (other than the demanding stockholder and the Xxxxxx Partnership) under this Section 4(a); and THIRD, any securities requested to be registered on behalf of the Xxxxxx Partnership under this Section 4(a); and (y) not allow any securities other than Registrable Securities to be included in such Registration unless all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holder; (ii) the managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be entitled to include in such registration that number of securities which given by the Company proposed to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Number and the number holders of Registrable Securities which the Company shall be required to include in such registration; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excessSecurities).

Priority on Registration. In Further, and notwithstanding the case of any registration of Common Stock by the Company------------------------ foregoing, if a registration involves an underwritten offering and the managing underwriters give written advice to underwriter advises the Company of an Underwriters' Maximum Number (as defined herein)in writing that, then: (i) in its opinion, the Company will be obligated and required to include in such registration that total number of Registrable Securities which shall have been requested by the Holders shares to be included in such registration, including the Warrant Shares requested to be included pursuant to this Section 12, exceeds the maximum ---------- number of shares of Common Stock specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration and which shall not only such maximum number of shares which, in the reasonable opinion of such underwriter or underwriters can be more than sold in the following order of priority: (Ai) first, all of the shares of Common Stock that the Company proposes to sell for its own account or, in the case of a demand registration effected for the Company's initial public offeringaccount of other security holders, 20% all of the Underwriters' Maximum Numbershares of Common Stock that such security holders propose to sell for their own account, or and (Bii) second, the Warrant Shares and all other shares requested to be included by other holders of Common Stock (except those exercising a demand right) and, in the case of any other registration 30% a demand registration, all shares to be included for the account of the Underwriters' Maximum NumberCompany. To the extent that shares of Common Stock to be included in the registration must be allocated among the Warrant Holders and/or other security holders and/or the Company, and such number of Registrable Securities shares shall be allocated pro rata among the Warrant Holders and all other holders of Common Stock who requested inclusion in the Holders registration (except those holders, if any, exercising a demand right) and, in the case of such Registrable Securities on a demand registration, the basis of Company, based upon the number of Registrable Securities requested to be included therein by each Warrant Shares or other securities that such Holder; (ii) holders and/or the Company shall be entitled to include in such registration that number of securities which the Company proposed to offer and sell for its own account in such registration and which does not exceed the difference between the Underwriters' Maximum Number and the number of Registrable Securities which the Company shall be required to include in such registration; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excessthe registration.