Common use of Priority on Shelf Takedowns Clause in Contracts

Priority on Shelf Takedowns. If the Shelf Takedown is an underwritten offering and the managing underwriters for such Shelf Takedown advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Shelf Takedown exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Shelf Takedown, including, if any securities other than Registrable Shares are to be included in such Shelf Takedown, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Shelf Takedown, the Company shall include in such Shelf Takedown the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Shelf Takedown pursuant to Section 5(c)(ii), pro rata among the respective Holders of such Registrable Shares on the basis of the number of Registrable Shares beneficially owned by each such Holder; and (B) second, all other securities requested to be included in such Shelf Takedown to the extent permitted hereunder.

Priority on Shelf Takedowns. If the Shelf Takedown is an underwritten offering and the managing underwriters for such Shelf Takedown advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Shelf Takedown exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Shelf Takedown, including, if any securities other than Registrable Shares are to be included in such Shelf Takedown, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Shelf Takedown, the Company shall include in such Shelf Takedown the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Shelf Takedown pursuant in accordance with to Section 5(c)(ii5(b) or 5(c), pro rata among the respective Holders of such Registrable Shares on the basis of the number of Registrable Shares beneficially owned by each such Holder; and (B) second, all other securities requested to be included in such Shelf Takedown to the extent permitted hereunder.”

Priority on Shelf Takedowns. If the The Company may include Common Shares other than Registrable Securities in a Shelf Takedown is an underwritten offering and on the terms provided below, only with the consent of the managing underwriters for of such offering. If the managing underwriters of the requested Shelf Takedown advise the Company and the Holder(s) participating in writing such Shelf Takedown that in their opinion the number of Registrable Common Shares and, if permitted hereunder, other securities requested proposed to be included in such any Shelf Takedown (1) exceeds the number of Registrable Common Shares and other securities, if any, which can be sold in such underwritten offering without significantly delaying or jeopardizing (2) would adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested Securities proposed to be included sold in such underwritten offering, the Company shall reduce the number of Common Shares to be sold such that the Shelf TakedownTakedown shall include, including(i) first, if any securities other than Prior Registrable Shares are Securities that may be entitled to be included in such Shelf Takedownoffering pursuant to the Prior Registration Rights Agreements, each Principal Stockholder who has requested (ii) second, all Registrable Shares that would constitute at least 10% of Securities proposed for sale by the Registrable Shares to be included in the Shelf TakedownHolders (or, the Company shall include in such Shelf Takedown if the number of Registrable Shares which can be so sold in Securities proposed for such sale exceeds the following order of priority: limitation set by clauses (A1) firstand (2) above, the Registrable Shares requested to be included in such Shelf Takedown pursuant to Section 5(c)(ii), then adjusted pro rata among the respective Holders of such Registrable Shares on the basis of the number respective numbers of Registrable Shares beneficially owned Securities held by each such Holder; the participating Holders), and (Biii) secondthereafter, all other securities requested to be included if any additional shares are, in the opinion of the managing underwriter, available for sale in such Shelf Takedown to the extent permitted hereunderoffering in light of such limitations.