Common use of Priority on Secondary Piggyback Takedowns Clause in Contracts

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so requested to be included therein by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities that are not Holders under this Agreement (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, registration (pro rata among the holders Holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so owned by each such Holder); (ii) second, the securities requested to be included therein by the Other Holders requesting such registration (pro rata among the holders of any such securities on the basis of the number of securities owned by each such holder, ); and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities that are not Registrable Securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, registration (pro rata among the holders of any such securities Other Holders and Registrable Securities the Holders on the basis of the number of such securities and Registrable Securities so requested to be included therein by each such holder, the Other Holders and the total number of Registrable Securities owned by the Holders who have requested to be included therein) and (ii) second, other securities requested to be included in such registration, if any.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, registration (pro rata among the holders Holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so owned by each such Holder); (ii) second, the securities requested to be included therein by the Other Holders requesting such registration (pro rata among the holders of any such securities on the basis of the number of securities owned by each such holder, ); and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (ia) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so requested to be included therein by each such holder, and (iib) second, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting initiating such registration and registration, (ii) second, the securities the Company proposes to sell, (iii) third, the Registrable Securities requested to be included in such registration, registration pursuant to this Agreement (pro rata among the holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so requested to be included therein by each such holderHolder), and (iiiv) secondfourth, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities that are not Registrable Securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, registration (pro rata among the holders of any such securities Other Holders and Registrable Securities the Holders on the basis of the number of such securities and Registrable Securities so requested to be included therein owned by each such holderOther Holder or Holder, and as applicable), (ii) second, securities proposed to be included in such registration by the Company and (iii) third, other securities requested to be included in such registration, if any. For the avoidance of doubt and in accordance with the priorities set forth in the preceding sentence, the full amount of securities proposed to be included by the Company and other securities requested to be included in such Piggyback Takedown may be entirely excluded from such Piggyback Takedown.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting initiating such registration and registration, (ii) second, the securities requested to be included in such Piggyback Takedown pursuant to the Existing Registration Rights Agreement, (iii) third, the Registrable Securities requested to be included in such registrationPiggyback Takedown pursuant to this Registration Rights Agreement, pro rata among (iv) fourth, the holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so requested Company proposes to be included therein by each such holdersell, and (iiv) secondfifth, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration pursuant to this Agreement (pro rata among the holders of any such Registrable Securities on the basis of the number of Registrable Securities so requested to be included therein by each Holder), (ii) second, the securities the Company proposes to sell, (iii) third, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in initiating such registration, pro rata among the holders of any such securities and Registrable Securities on the basis of the number of securities and Registrable Securities so requested to be included therein by each such holder, and (iiiv) secondfourth, other securities requested to be included in such registration.

Priority on Secondary Piggyback Takedowns. If a Piggyback Takedown is an underwritten secondary registration on behalf of holders of the Company’s securities that are not Registrable Securities (“Other Holders”), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Other Holders, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, registration (pro rata among the holders of any such securities Other Holders and Registrable Securities the Holders on the basis of the number of such securities and Registrable Securities so requested to be included therein by each such holder, the Other Holders and [ ]4) and (ii) second, other securities requested to be included in such registration, if any.