Common use of Priority on Shelf Offerings Clause in Contracts

Priority on Shelf Offerings. Except for any securities of the Company that have associated registration rights existing on the date hereof, the Company shall not include in any Shelf Offering that is an Underwritten Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Shelf Offering is an Underwritten Offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested or required by associated registration rights existing on the date hereof to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering prior to the inclusion of any securities which are not (i) Registrable Securities or (ii) securities of the Company required by associated registration rights existing on the date hereof to be included in such offering the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder, subject to any further reduction in the number of Registrable Securities included in such offering in accordance with registration rights associated with any other securities of the Company existing on the date hereof.

Priority on Shelf Offerings. Except for any securities of If the Company that have associated registration rights existing on the date hereof, the Company shall not include in any Shelf Offering that is an Underwritten Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Shelf Offering is an Underwritten Offering underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Shelf Registrable Securities and, if permitted hereunder, other securities shares of Common Stock requested or required by associated registration rights existing on the date hereof to be included in such offering exceeds the number of Shelf Registrable Securities and other securities, if any, which that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such offering registration or offering, as applicable, prior to the inclusion of any securities other shares of Common Stock which are not (i) Shelf Registrable Securities, the number of Shelf Registrable Securities or (ii) securities of the Company required requested by associated registration rights existing on the date hereof holders to be included in such offering the number of Registrable Securities requested to be included whichthat, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Shelf Registrable Securities owned by each such Holder, subject to any further reduction in the number holder that such holder of Shelf Registrable Securities shall have requested to be included in such offering in accordance with registration rights associated with any other securities of the Company existing on the date hereoftherein.

Priority on Shelf Offerings. Except for any securities of the Company that have associated registration rights existing on the date hereof, the Company The Corporation shall not include in any Shelf Offering that is an Underwritten Offering Registration Statement any securities that are not Registrable Securities without the prior written consent of the holders of at least Holders representing a majority of the Registrable Securities included in such registrationShelf Registration Statement. The Holders will be entitled to add additional selling securityholders in a Shelf Offering if all Holders participating in such Shelf Offering consent to such addition. If a Shelf Offering is an Underwritten Offering Takedown and the managing underwriters advise the Company Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested or required by associated registration rights existing on the date hereof to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company Corporation shall include in such registration or offering (prior to the inclusion of any securities which are not (iRegistrable Securities) Registrable Securities or (ii) securities of the Company required by associated registration rights existing on the date hereof to be included in such offering the number of Registrable Securities requested to be included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the amount proportion of Registrable Securities owned by each such Holder, subject Holder that such Holder of Registrable Securities shall have requested to any further reduction in be included therein to the total number of Registrable Securities included in requested by all such offering in accordance with registration rights associated with any other securities of the Company existing on the date hereofHolders.