Common use of Priority on Underwritten Demand Registration Clause in Contracts

Priority on Underwritten Demand Registration. If a Demand Registration is an Underwritten Offering and the managing underwriters advise the Investor and the Company in writing that in their opinion the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities that can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold without adversely affecting the marketability of the offering. Any reduction in the number of Registrable Securities included in such Underwritten Offering shall be applied in a manner that the percentage of reduction of such Registrable Securities shall be no greater than the percentage of securities of Persons other than the Investor, as such percentage reductions are determined in the good faith and judgment of the Company. The Company shall not include, and shall not permit other holders of its securities to include, any securities in such Demand Registration other than securities of the same class or series as the Registrable Securities to which the demand request pursuant to Section 2.1 related. If the aggregate number of shares actually offered by the Investor with respect to such registration is less than 75% of the aggregate number of shares such Investor initially requested to be offered as a result of a reduction pursuant to this Section, then such registration shall not count as a Demand Registration hereunder and such Investor shall retain its rights hereunder with respect to the number of Demand Registrations without a reduction as a result of such registration. The Investor may abandon a Demand Registration at any time. An abandoned Demand Registration shall not count as a Demand Registration and such Investor shall retain its rights hereunder with respect to the number of Demand Registrations without a reduction as a result thereof if such Investor, at its option, pays all fees and expenses in connection with such abandoned registration other than fees and expenses relating to any Registrable Securities that any Person other than the Investor may have requested to be included in such abandoned registration.

Priority on Underwritten Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration is an Underwritten Offering are to be sold in one or more firm commitment underwritten offerings and the managing underwriters advise in writing the Investor Company and the Holders of such Registrable Securities of an Underwriters Maximum Number: (i) the Company will be obligated and required to include in writing that in their opinion such registration the number of Registrable Securities requested to be included in such offering exceeds registration by the Initiating Holders and the Registrable Securities which shall have been requested to be included in such registration by Holders other than the Initiating Holders, pro rata among the Initiating Holder and such other Holders on the basis of the number of Registrable Securities that can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration the number of Registrable Securities requested to be included that, in therein by the opinion Initiating Holder and such other Holders; (ii) if the Underwriters' Maximum Number exceeds the sum of such underwriters, can be sold without adversely affecting the marketability of the offering. Any reduction in the number of Registrable Securities included in such Underwritten Offering shall be applied in a manner that the percentage of reduction of such Registrable Securities shall be no greater than the percentage of securities of Persons other than the Investor, as such percentage reductions are determined in the good faith and judgment of the Company. The Company shall not include, and shall not permit other holders of its securities is required to include, any securities include in such Demand Registration other than securities of the same class or series as the Registrable Securities to which the demand request pursuant to Section 2.1 related. If clause (i) of this sentence, then the aggregate Company will be entitled to include in such registration that number of shares actually offered securities which shall have been requested by the Investor with respect to such registration is less than 75% of the aggregate number of shares such Investor initially requested to be offered as a result of a reduction pursuant to this Section, then such registration shall not count as a Demand Registration hereunder and such Investor shall retain its rights hereunder with respect to the number of Demand Registrations without a reduction as a result of such registration. The Investor may abandon a Demand Registration at any time. An abandoned Demand Registration shall not count as a Demand Registration and such Investor shall retain its rights hereunder with respect to the number of Demand Registrations without a reduction as a result thereof if such Investor, at its option, pays all fees and expenses in connection with such abandoned registration other than fees and expenses relating to any Registrable Securities that any Person other than the Investor may have requested Company to be included in such abandoned registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its securityholders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such securityholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such Demand Registration.

Priority on Underwritten Demand Registration. If a Demand Registration is an Underwritten Offering and the managing underwriters advise the Investor and the Company in writing that in their opinion the (a) The number of Registrable Securities requested to be included in a Demand Registration may be reduced if and to the extent that the underwriter of securities included in the registration statement shall be of the opinion that such offering exceeds inclusion would adversely affect the number marketing of Registrable Securities that can the securities to be sold therein without adversely affecting the marketability of the offeringtherein; provided, the Company will include in such registration the number of Registrable Securities requested to be included thathowever, in the opinion of such underwriters, can be sold without adversely affecting the marketability of the offering. Any reduction in the number of Registrable Securities included in such Underwritten Offering shall be applied in a manner that the percentage of the reduction of such Registrable Securities shall be no greater than the percentage reduction of securities of Persons other than the Investorselling stockholders, as such percentage reductions are determined in the good faith and judgment of the Company. The . (b) In a Demand Registration in which the Company shall not participates, such registration statement will include, and shall not permit other holders of first, the securities proposed by the Company to be sold for its securities to includeown account and, any securities in such Demand Registration other than securities of the same class or series as second, the Registrable Securities subject to which the demand request any reduction pursuant to Section 2.1 related. If 2.3(a) hereof. (c) In a Demand Registration in which the Company or other selling shareholders participate, if the aggregate number of shares actually offered by the Investor Requesting Holders with respect to such registration is less than 75% of the aggregate number of shares such Investor Requesting Holders initially requested to be offered as a result of a reduction pursuant to this SectionSection 2.3(a) hereof, then such registration shall not count as a Demand Registration hereunder and such Investor Requesting Holders shall retain its their rights hereunder with respect to the number of Demand Registrations without a reduction as a result of such registration. . (d) The Investor Requesting Holders may abandon a Demand Registration at any time. An abandoned Demand Registration shall not count as a Demand Registration and such Investor Requesting Holders shall retain its their rights hereunder with respect to the number of Demand Registrations without a reduction as a result thereof if such InvestorRequesting Holders, at its their option, pays pay all fees and expenses in connection with such abandoned registration other than fees and expenses relating to any Registrable Securities that any Person other than the Investor may have requested to be included in such abandoned registration.