Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. If any managing underwriter advises the Company in writing that including all the shares of Common Stock requested to be included in the registration by all Persons (including the Company) would have a Material Adverse Effect, subject to the immediately following sentence, the Company will be obligated to include in such registration only Common Shares in the following priority: (i) first, if the registration statement has been proposed to be filed by the Company for its own account, any Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own account, pro rata among the Holders of the Registrable Shares requesting to be included in the registration based on the number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any of the Company's securityholders, pro rata among such requesting securityholders and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common Stock, on an as-if-converted basis, requested to be included in such registration by each such Holder and each such securityholder, and (iii) third, in the event that all Common Stock for sale by the Company and all Registrable Shares requested to be included in such registration statement by the Holders of Registrable Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been included in such registration, any other Common Stock requested to be included pursuant to any other registration rights that may hereafter be and to the extent granted by the Company (pro rata on the basis of the total number of shares of Common Stock that each holder of such shares has requested to be registered).

Priority on Registrations. If any managing underwriter advises the Company in writing that including all the shares of Common Stock requested to be included in the registration by all Persons (including the Company) would have a Material Adverse Effect, subject to the immediately following sentence, the Company will be obligated to include in such registration only Common Shares in the following priority: (i) firstFIRST, if the registration statement has been proposed to be filed by the Company for its own account, any and all Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own accountSECOND, pro rata among the Holders of the Registrable Shares requesting to be included in the registration based on the number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any security holders of the Company's securityholders, pro rata among such requesting securityholders including members of management of the Company, holders other than Holders of Registrable Shares ("OTHER HOLDERS") and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common StockStock underlying, on an as-if-converted basis, the securities and Registrable Shares requested to be included in such registration by each such Holder Other Holders and each such securityholderHolders, and (iii) thirdTHIRD, in the event that all Common Stock for sale by the Company and all Registrable Shares requested to be included in such registration statement by the Holders of Registrable Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been included in such registration, any other Common Stock requested to be included pursuant to any other registration rights that may hereafter be and to the extent granted by the Company (pro rata on the basis of the total number of shares of Common Stock that each holder of such shares has requested to be registered).

Priority on Registrations. If any managing underwriter advises the Company in writing that including all the shares of Common Stock requested to be included in the registration by all Persons (including the Company) would have a Material Adverse Effect, subject to the immediately following sentence, the Company will be obligated to include in such registration only Common Shares in the following priority: (i) first, if the registration statement has been proposed to be filed by the Company for its own account, any and all Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own account, pro rata among the Holders of the Registrable Shares requesting to be included in the registration based on the number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any security holders of the Company's securityholders, pro rata among such requesting securityholders including members of management of the Company, holders other than Holders of Registrable Shares ("Other Holders") and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common StockStock underlying, on an as-if-converted basis, the securities and Registrable Shares requested to be included in such registration by each such Holder Other Holders and each such securityholderHolders, and (iii) third, in the event that all Common Stock for sale by the Company and all Registrable Shares requested to be included in such registration statement by the Holders of Registrable Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been included in such registration, any other Common Stock requested to be included pursuant to any other registration rights that may hereafter be and to the extent granted by the Company (pro rata on the basis of the total number of shares of Common Stock that each holder of such shares has requested to be registered).