Common use of Priority on Underwritten Primary Registration Clause in Contracts

Priority on Underwritten Primary Registration. If an Incidental Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, the Corporation shall include in such registration: (i) first, all securities the Corporation proposes to sell; and (ii) second, the Registrable Securities and such other securities (provided such securities are of the same class as the securities being sold by the Corporation) requested to be included in such registration in excess of the number of securities the Corporation proposes to sell which, in the opinion of such underwriters, can be sold (allocated pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be included therein by each such holder).

Priority on Underwritten Primary Registration. If an Incidental Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion sole discretion the total number or dollar amount of securities requested to be included in such registration exceeds would reduce the number of shares to be offered by the Corporation or dollar amount interfere with the successful marketing of securities which can be sold in such offeringthe shares of stock offered by the Corporation, the Corporation shall include in such registration: (i) first, all securities the Corporation proposes to sell; and (ii) second, the Registrable Securities and such other securities (provided such securities are of the same class as the securities being sold by the Corporation) requested to be included in such registration in excess of the number of securities the Corporation proposes to sell which, in the opinion sole discretion of such underwriters, can be sold would not interfere with the successful marketing of the shares of stock offered by the Corporation (allocated pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be included therein by each such holder).