Common use of Priority on Secondary Registration Clause in Contracts

Priority on Secondary Registration. If a Piggyback Registration ---------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities (the "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 registration exceeds the number that can be sold in an orderly manner in such Offering within a price range acceptable to the Other Holders requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Other Holders requesting such registration, (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration, including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereof).

Priority on Secondary Registration. If a Piggyback Registration ---------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities Holder (the "Other HoldersHolder"), 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 that can be sold in an orderly manner in such Offering offering within a price range acceptable to the Other Holders Holder requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Other Holders Holder requesting such registration, (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration, including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof Securities (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereof).

Priority on Secondary Registration. If a Piggyback Registration ---------------------------------- is an ---------------------------------- underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities (the "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 registration exceeds the number that can be sold in an orderly manner in such Offering within a price range acceptable to the Company and the Other Holders requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Other Holders requesting such registration, (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration, including without limitation limitation, the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereofparty).

Priority on Secondary Registration. If a Piggyback Registration registration under ---------------------------------- Section 3 is an underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities (the "Other Holders")Shares, 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 that which can be sold in an orderly manner in such Offering within a price range acceptable to the Other Holders requesting such registrationoffering, the Company will shall include in such registration (i) in the event such registration is pursuant to a demand by the holders of registration rights pursuant to agreements between such holders and the Company as in existence as of the date hereof, pro rata among the (a) first, the securities requested to be included --- ---- therein by the Other Holders such other holders requesting such registration, (iib) second, the Shares requested to be included therein by the Holders,(c) third, securities requested to be included in such registration by the Company proposes to sellCompany, and (iiid) thirdfourth, other securities requested to be included in such registration by other security holders seeking to include securities in such registration, including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereof).

Priority on Secondary Registration. If a Piggyback Registration ---------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities Holder (the "Other HoldersHolder"), 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 that can be sold in an orderly manner in such Offering offering within a price range acceptable to the Other Holders Holder requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Other Holders Holder requesting such registration, (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration, including without limitation the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof Securities (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereof). If the Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company.

Priority on Secondary Registration. If a Piggyback Registration ---------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities other than the Holders of Registrable Securities (the "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 registration exceeds the number that can be sold in an orderly manner in such Offering within a price range acceptable to the Company and the Other Holders requesting such registration, the Company will include in such registration (i) first, the securities requested to be included therein by the Other Holders requesting such registration, (ii) second, the securities the Company proposes to sell, if any, and (iii) third, other securities requested to be included in such registration, including without limitation limitation, the Registrable Securities, pro rata on the basis of the number of shares of such securities owned by each holder thereof (subject to any other priority arrangements existing under registration rights agreements to which the Company is a party as of the date hereofparty).