Priority on Securityholder Registrations Clause Samples

Priority on Securityholder Registrations. If a Piggy-back Registration is an underwritten secondary sale and registration on behalf of holders of the Company’s securities (other than the Holders), and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such registration exceeds the largest number of securities which can be sold without having a material adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such offering and registration (i) first, the securities requested to be included therein by the holders of the Company’s securities (other than the Holders) requesting such registration, (ii) second, the securities the Company desires to sell and (ii) third, the Registrable Securities requested to be included therein by the Holders. If a reduction in the number of Registrable Securities included is required pursuant to the preceding sentence, the Company shall be required to include in the underwriting only that lower number of Registrable Securities, and the Holders who have requested registration shall participate in the underwriting pro rata based upon the number of Registrable Securities requested to be registered by the Holders.