Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. Each Holder acknowledges and agrees that (i) its rights under this Section 2 shall be subject to cutback provisions imposed by a managing underwriter under Section (d) and (ii) that the Company may grant rights from time to time that have priority over the rights granted by this Agreement if the Company determines that it is in its best interests to do so; provided, however, the Company shall not grant superior rights to an Investor without granting such rights to all Holders. If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Shares in such registration, then the Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

Priority on Registrations. Each Holder acknowledges and agrees that (i) its rights under this Section 2 shall shall, on a pro rata basis with all other holders of Registrable Securities (subject to clause (ii) below, and further subject to the priority of any Common Stock to be registered by Company), be subject to cutback provisions imposed by a managing underwriter under Section (d) underwriter, and (ii) that the Company may grant rights from time to time that have priority over the rights granted by this Agreement if where the Company determines that it is in its best interests to do so; provided, however, the Company shall not grant superior rights to an Investor without granting such rights to all Holders. If, as a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Shares in such registration, then the Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.