Common use of Priority on Underwritten Shelf Takedowns Clause in Contracts

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares Common Stock other than Registrable Shares Common Stock in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld)offering. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor Stockholder that in their opinion the number of Shares shares of Common Stock proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which shares of Common Stock that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares Common Stock proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares shares of Common Stock that the Investor Stockholder proposes to sell, and (ii) second, the number of Shares shares of Common Stock proposed to be included therein by any other Persons (including Shares Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which shares of Common Stock that can be sold is less than the number of shares of Registrable Shares Common Stock proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares Common Stock to be so sold shall be allocated to the InvestorStockholder. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor Stockholder has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may shall not include Shares other than Registrable Shares in an underwritten any Underwritten Shelf Takedown for any accounts on securities which are not Registrable Securities without the terms provided below, but only with the prior written consent of the managing underwriters Holders of such offering and a majority of the Investor (such consent not Registrable Securities requested to be unreasonably withheld)included in the Underwritten Shelf Takedown. If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor in writing that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, other securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without materially delaying or jeopardizing within a price range acceptable to the success Holders of a majority of the offering (including the price per share of the Shares proposed Registrable Securities requested to be sold included in such offering)the Underwritten Shelf Takedown, the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes Registrable Securities requested to sellbe included therein by each such Holder, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed securities requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may shall not include Shares other than Registrable Shares in an underwritten any Underwritten Shelf Takedown for any accounts on securities which are not Registrable Securities without the terms provided below, but only with the prior written consent of the managing underwriters Holders of such offering and a majority of the Investor (such consent not Registrable Securities requested to be unreasonably withheld)included in the Underwritten Shelf Takedown. If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor in writing that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, other securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without materially delaying or jeopardizing within a price range acceptable to the success Holders of a majority of the offering (including the price per share of the Shares proposed Registrable Securities requested to be sold included in such offering)the Underwritten Shelf Takedown, the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Holders, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes to sellRegistrable Securities held by each such Holder, and (ii) second, the number of Shares proposed to be included therein by any other Persons (securities, including Shares to be sold for the account of the Company) allocated among such Persons in such manner as securities that the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed proposes to register for its own account, requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering offering, and whichever of the Investor Investors has requested such Shelf Takedown (such consent not to be unreasonably withheldwithheld or delayed). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor requesting Investors that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing otherwise adversely affecting the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor requesting Investor(s) proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such other Persons in such manner as the Company may determine. If the number of Shares which can be sold without delaying or otherwise adversely affecting the success of the offering is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investors pro rata according to the number of Registrable Shares owned by each such Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the an Investor has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Subject to the rights of parties to the Existing Registration Rights Agreement, the Company may shall not include Shares other than Registrable Shares in an underwritten any Underwritten Shelf Takedown for any accounts on securities which are not Registrable Securities without the terms provided below, but only with the prior written consent of the managing underwriters Holders of such offering and a majority of the Investor (such consent not Registrable Securities requested to be unreasonably withheld)included in the Underwritten Shelf Takedown. If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor in writing that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, Other Securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and Other Securities, if any, which can be sold in an orderly manner in such offering without materially delaying or jeopardizing within a price range acceptable to the success Holders of a majority of the offering (including the price per share of the Shares proposed Registrable Securities requested to be sold included in such offering)the Underwritten Shelf Takedown, the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Holders, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes to sellRegistrable Securities held by each such Holder, and (ii) second, the number of Shares proposed to be included therein by any other Persons (Other Securities, including Shares to be sold for the account of the Company) allocated among such Persons in such manner as Company Held Securities that the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed proposes to register for its own account, requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may shall not include Shares other than Registrable Shares in an underwritten any Underwritten Shelf Takedown for any accounts on securities which are not Registrable Securities without the terms provided below, but only with the prior written consent of the managing underwriters Holders of such offering and a majority of the Investor (such consent not Registrable Securities requested to be unreasonably withheld)included in the Underwritten Shelf Takedown. If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor in writing that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, Other Securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and Other Securities, if any, which can be sold in an orderly manner in such offering without materially delaying or jeopardizing within a price range acceptable to the success Holders of a majority of the offering (including the price per share of the Shares proposed Registrable Securities requested to be sold included in such offering)the Underwritten Shelf Takedown, the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown by the Holders, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes to sellRegistrable Securities held by each such Holder, and (ii) second, the number of Shares proposed to be included therein by any other Persons (Other Securities, including Shares to be sold for the account of the Company) allocated among such Persons in such manner as Company Held Securities that the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed proposes to register for its own account, requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may include Ordinary Shares other than Registrable Shares Securities in an underwritten Underwritten Shelf Takedown for any accounts (including for the account of the Company) on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor Notifying Holder(s) (such consent not to be unreasonably withheld, conditioned or delayed). If Subject to such consent having been received, if the managing underwriters of the requested underwritten such Underwritten Shelf Takedown advise the Company and the Investor that Notifying Holder(s) in writing that, in their opinion opinion, the number of Ordinary Shares proposed to be included in the underwritten such Underwritten Shelf Takedown Takedown, including all Registrable Securities and all other Ordinary Shares proposed to be included in such offering, exceeds the number of Ordinary Shares which can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share share, timing or distribution of the Ordinary Shares proposed to be sold in such offering), the Company shall include in such underwritten Underwritten Shelf Takedown Takedown: (i) first, the number of Shares that Registrable Securities proposed to be sold by the Investor proposes to sellNotifying Holder(s) in such offering, and (ii) second, the number of Registrable Securities proposed to be sold by any other Holder(s) requesting to participate in such offering and (iii) third, any Ordinary Shares proposed to be included therein by any other Persons (including Ordinary Shares to be sold for the account of the Company) allocated Company and/or any other holders of Ordinary Shares), allocated, in the case of this clause (iii), among such Persons in such manner as the Company may determine. If more than one Holder is participating in such Underwritten Shelf Takedown and the managing underwriters of such offering determine that the number of Ordinary Shares which can may be included in such offering without adversely affecting the success of the offering (including the price per share, timing or distribution of the Ordinary Shares to be sold in such offering) is less than the number of Registrable Shares Securities proposed to be included in the underwritten Underwritten Shelf Takedown pursuant to clause clauses (i) and (ii) above, as applicable, then the amount of Shares to be Registrable Securities so sold in such offering shall be allocated first pro rata among the participating Notifying Holders on the basis of the number of Registrable Securities initially requested to be sold by each such Notifying Holder in the Investoroffering and then, if there remain available any Registrable Securities to be sold, pro rata among any other Holders requesting to participate in the offering. The provisions of this paragraph (cg) apply only to an offering that a Shelf Takedown that the Investor Holder has requested be an underwritten offeringUnderwritten Shelf Takedown.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be included in such Underwritten Shelf Takedown, provided that the Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown such Demand Registration shares of its Equity Securities for any accounts on sale for its own account, subject to the terms provided priority provision described below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, other securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in such offering without materially delaying Underwritten Shelf Takedown, timing or jeopardizing the success method of distribution of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes to sell, and Registrable Securities owned by each such Holder; (ii) second, the number of Shares proposed to be included therein securities offered by any other Persons (including Shares to be sold for the account of the Company; and (iii) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed third, other securities requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may include Shares Common Stock other than Registrable Shares Securities in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld)as provided herein. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor Stockholder that in their opinion the number of Shares shares of Common Stock proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which shares of Common Stock that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares Common Stock proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares shares of Common Stock that the Investor Stockholder proposes to sell, and (ii) second, the number of Shares shares of Common Stock proposed to be included therein by any other Persons (including Shares Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which shares of Common Stock that can be sold is less than the number of shares of Registrable Shares Securities proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares Common Stock to be so sold shall be allocated to the InvestorStockholder. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor Stockholder has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten for such Underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed Registrable Securities and, if permitted hereunder, other securities requested to be included in the underwritten such Underwritten Shelf Takedown exceeds the number of Shares Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without materially delaying or jeopardizing within a price range acceptable to the success Holders of a majority of the offering (including the price per share of the Shares proposed Registrable Securities requested to be sold included in such offering)the Underwritten Shelf Takedown, the Company shall include in such underwritten Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown pursuant to Section 3(b), which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Shares that the Investor proposes Registrable Securities requested to sell, and be included therein by each such Holder; (ii) second, the number of Shares proposed any securities to be included therein offered by any other Persons (including Shares to be sold for the account and on behalf of the CompanyCompany under such Shelf Takedown; and (iii) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed third, other securities requested to be included in the underwritten such Underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offeringextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld)offering. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown only such number of Shares that in the opinion of such underwriters can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), which Shares will be so included in the following order of priority: (i) first, the number of Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares shares of Common Stock other than Registrable Shares Securities in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares shares of Common Stock proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares shares of Common Stock which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares of Common Stock proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares shares of Common Stock that the Investor proposes to sell, and (ii) second, the number of Shares shares of Common Stock proposed to be included therein by any other Persons (including Shares shares of Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares shares of Common Stock which can be sold is less than the number of Registrable Shares Securities proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares shares of Common Stock to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Common Shares other than Registrable Common Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld)offering. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor Shareholder that in their opinion the number of Common Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Common Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Common Shares that the Investor Shareholder proposes to sell, and (ii) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Common Shares which can be sold is less than the number of Registrable Common Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Common Shares to be so sold shall be allocated to the InvestorShareholder. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor Shareholder has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Common Shares other than Registrable Common Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld)offering. If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor Shareholder that in their opinion the number of Common Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Common Shares which that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Common Shares that the Investor Shareholder proposes to sell, and (ii) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Common Shares which that can be sold is less than the number of Registrable Common Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Common Shares to be so sold shall be allocated to the InvestorShareholder. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor Shareholder has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Underwritten Shelf Takedown advise the Company and the Investor Holders requesting such Underwritten Shelf Takedown that in their opinion the number of Shares proposed to be included in the underwritten Underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Underwritten Shelf Takedown (i) first, the number of Registrable Shares that the Investor proposes Holders propose to sell, and (ii) second, the number of Shares proposed requested to be included therein by any other Persons (including holders of Shares, pro rata among such other holders on the basis of the number of Shares requested to be sold for included therein by such other holders or as such other holders and the account Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company) allocated among such Persons in such manner as and (iii) third, the number of Shares that the Company may determineproposes to sell. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Underwritten Shelf Takedown pursuant to clause (i) aboveabove by the Holders, the amount of Shares to be so sold shall be allocated to the Investor. The provisions Holders, pro rata among all such Holders on the basis of this paragraph the number of Shares requested to be included therein by all such Holders or as such Holders and the Company may otherwise agree (c) apply only with allocations among different classes of Shares, if more than one are involved, to a Shelf Takedown that be determined by the Investor has requested be an underwritten offeringCompany).

Priority on Underwritten Shelf Takedowns. The Company may include Ordinary Shares other than Registrable Shares Securities in an underwritten Underwritten Shelf Takedown for any accounts (including for the account of the Company) on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (e&. Subject to such consent not to be unreasonably withheld). If having been received, if the managing underwriters of the requested underwritten such Underwritten Shelf Takedown advise the Company and the Investor that e& in writing that, in their opinion opinion, the number of Ordinary Shares proposed to be included in the underwritten such Underwritten Shelf Takedown Takedown, including all Registrable Securities and all other Ordinary Shares proposed to be included in such offering, exceeds the number of Ordinary Shares which can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share share, timing or distribution of the Ordinary Shares proposed to be sold in such offering), the Company shall include in such underwritten Underwritten Shelf Takedown Takedown: (i) first, the number of Shares that Registrable Securities proposed to be sold by e& and the Investor proposes to sellother Holders in such offering, and (ii) second, the number of any Ordinary Shares proposed to be included therein by any other Persons (including Ordinary Shares to be sold for the account of the Company) allocated Company and/or any other holders of ​ ​ Ordinary Shares), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (cg) apply only to a Shelf Takedown an offering that the Investor e& has requested be an underwritten offeringUnderwritten Shelf Takedown (excluding any Underwritten Block Trades).

Priority on Underwritten Shelf Takedowns. The Company may include Shares shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor Stockholder (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor Stockholder that in their opinion the number of Shares shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares shares that the Investor Stockholder proposes to sell, and (ii) second, the number of Shares shares proposed to be included therein by any other Persons (including Shares shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares shares to be so sold shall be allocated to the InvestorStockholder. The provisions of this paragraph (cSection 6.3(c) apply only to a Shelf Takedown that the Investor Stockholder has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated solely to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.

Priority on Underwritten Shelf Takedowns. The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and whichever of the Investor Investors that has requested such Shelf Takedown (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor requesting Investors that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor requesting Investor(s) proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investorrequesting Investor(s). The provisions of this paragraph (cb) apply only to a Shelf Takedown that the an Investor has requested be an underwritten offering.. (d)

Priority on Underwritten Shelf Takedowns. The Company may include Ordinary Shares other than Registrable Shares Securities in an underwritten Underwritten Shelf Takedown for any accounts (including for the account of the Company) on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (e&. Subject to such consent not to be unreasonably withheld). If having been received, if the managing underwriters of the requested underwritten such Underwritten Shelf Takedown advise the Company and the Investor that e& in writing that, in their opinion opinion, the number of Ordinary Shares proposed to be included in the underwritten such Underwritten Shelf Takedown Takedown, including all Registrable Securities and all other Ordinary Shares proposed to be included in such offering, exceeds the number of Ordinary Shares which can reasonably be expected to be sold in such offering without materially delaying or jeopardizing adversely affecting the success of the offering (including the price per share share, timing or distribution of the Ordinary Shares proposed to be sold in such offering), the Company shall include in such underwritten Underwritten Shelf Takedown Takedown: (i) first, the number of Shares that Registrable Securities proposed to be sold by e& and the Investor proposes to sellother Holders in such offering, and (ii) second, the number of any Ordinary Shares proposed to be included therein by any other Persons (including Ordinary Shares to be sold for the account of the Company) allocated Company and/or any other holders of Ordinary Shares), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (cg) apply only to a Shelf Takedown an offering that the Investor e& has requested be an underwritten offeringUnderwritten Shelf Takedown (excluding any Underwritten Block Trades).