Common use of Priority on Secondary Clause in Contracts

Priority on Secondary. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Client's securities other than the Holders of Registrable Securities (the "Other Holders"), and the managing underwriters advise the Client 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 Client will include in such registration (a) first, the securities requested to be included therein by the Other Holders requesting such registration and (b) second, the Registrable Securities requested to be included in such registration hereunder, pro rata among the Holders of Registrable Securities requesting such registration on the basis of the number of shares of such securities owned by each such Holder.

Priority on Secondary. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Client's securities other than the Holders of Registrable Securities (the "Other Holders"), and the managing underwriters advise the Client 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 Client will include in such registration (a) first, the securities requested to be included therein by the Other Holders requesting such registration and (b) second, the Registrable Securities requested to be included in such registration hereunder, pro rata among the Holders of Registrable Securities requesting such registration on the basis of the number of shares of such securities owned by each such Holder.