Common use of Priority on Underwritten Registrations Clause in Contracts

Priority on Underwritten Registrations. No securities to be sold for the account of any Person (including the Company), other than a Requesting Holder, shall be included in an Underwritten Registration if the managing underwriters shall advise the Company and the Requesting Holders in writing that the aggregate amount of such securities requested to be included in any such Underwritten Registration would have an Adverse Effect. Furthermore, if the managing underwriters shall advise the Company and the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Underwritten Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Underwritten Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included in such registration by each such Requesting Holder; provided, that if the number of Registrable Shares owned by the Demanding Stockholder to be included in the Underwritten Registration is less than 80% of the number requested to be so included by such Demanding Stockholder, the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.7 hereof. An Underwritten Registration shall not count as an Underwritten Registration until the Registration Statement in connection with such offering has become effective, and any Underwritten Registration shall not count as an Underwritten Registration unless the Demanding Stockholder is able to register and sell at least 80% of the Registrable Shares requested to be included by such Demanding Stockholder in such Underwritten Registration.

Priority on Underwritten Registrations. No securities to be sold for the account of any Person (including the Company), other than a Requesting Holder, shall be included in an Underwritten Registration if the managing underwriters shall advise the Company and the Requesting Holders in writing that the aggregate amount of such securities requested to be included in any such Underwritten Registration would have an Adverse Effect. Furthermore, if the managing underwriters shall advise the Company and the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Underwritten Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Underwritten Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included in such registration by each such Requesting Holder; provided, that if the number of Registrable Shares owned by the Demanding Stockholder to be included in the Underwritten Registration is less than 80% of the number requested to be so included by such Demanding Stockholder, the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.7 2.8 hereof. An Underwritten Registration shall not count as an Underwritten Registration until the Registration Statement in connection with such offering has become effective, and any Underwritten Registration shall not count as an Underwritten Registration unless the Demanding Stockholder is able to register and sell at least 80% of the Registrable Shares requested to be included by such Demanding Stockholder in such Underwritten Registration.