Common use of Registration Priority Clause in Contracts

Registration Priority. (i) The Issuer shall include in any Registration Statement, including but not limited to any Piggyback Registration, before including any shares of Issuer Ordinary Shares or other equity securities proposed to be sold by the Issuer or by other holders of Issuer stock or other equity securities, the Registrable Equity Support Shares held by each Subscriber (if any) that such Subscriber has requested be included in such Registration Statement. Notwithstanding anything to the contrary in this Equity Support Agreement, (A) the Issuer hereby agrees and covenants that it will not grant, or enter into an agreement or arrangement pursuant to which the Issuer agrees to grant, rights to register any Issuer Ordinary Shares (or securities convertible into or exchangeable for Issuer Ordinary Shares) pursuant to the Securities Act in a manner that has the purpose or effect of circumventing, or on terms that contradict, the priority right of each Subscriber set forth in this Section 7(d)(i), and (B) the Issuer represents and warrants that, to the knowledge of the Issuer, SPAC has not granted, or agreed to grant, any registration rights that will survive the Transaction Closing. (ii) If the SEC prevents the Issuer from including any or all of the shares proposed to be registered under any Registration Statement in which Registrable Equity Support Shares are included, including but not limited to any Piggyback Registration where each Subscriber (if any) has requested to be included in such Registration Statement, due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the SEC. In such event, the number of Shares to be registered for each other selling stockholder named in such Registration Statement shall be reduced pro rata among all such other selling stockholders first and fully, before the number of all Registrable Equity Support Shares to be registered shall be reduced (in which case, it shall be reduced pro rata among the Subscribers). (iii) The Issuer represents and warrants that the priority rights afforded to each Subscriber pursuant to Section 7(d) of this Equity Support Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and Section 7(d) of this Equity Support Agreement, the terms of Section 7(d) of this Equity Support Agreement shall prevail.

Registration Priority. (i) The Issuer shall include To the extent it is not in the Company's best interest for all of the Registrable Securities to participate in any Registration Statement, including but not limited to any Demand or Piggyback Registration, before including any shares then the number of Issuer Ordinary Shares or other equity securities proposed to be sold by the Issuer or by other holders of Issuer stock or other equity securities, the Registrable Equity Support Shares held by each Subscriber (if any) Securities that such Subscriber has requested may be included in such Registration Statement. Notwithstanding anything registration such be allocated as follows: (i) first, Preferred Registrable Securities held by the former holders of Preferred D Shares as a result of their former Preferred D Shareholdings and the Lender Registrable Securities (together, the “First Priority Registrable Securities”), pro-rata to the contrary in this Equity Support Agreementnumber of First Priority Registrable Securities owned by each selling holder, (A) before the Issuer hereby agrees and covenants that it will not grant, or enter into an agreement or arrangement pursuant to which the Issuer agrees to grant, rights to register Registrable Securities held by any Issuer person as a result of their holdings of Ordinary Shares (or securities convertible into former holdings of Preferred C Shares, Preferred A Shares or exchangeable for Issuer Ordinary Shares) pursuant to the Securities Act in a manner that has the purpose or effect of circumventing, or on terms that contradict, the priority right of each Subscriber set forth in this Section 7(d)(i), Preferred B Shares may be registered and (B) the Issuer represents and warrants that, to the knowledge of the Issuer, SPAC has not granted, or agreed to grant, any registration rights that will survive the Transaction Closing. sold; (ii) If the SEC prevents the Issuer from including any or all of the shares proposed to be registered under any Registration Statement in which second, Preferred Registrable Equity Support Shares are included, including but not limited to any Piggyback Registration where each Subscriber (if any) has requested to be included in such Registration Statement, due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares pursuant to this Section 7 held by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number former holders of Shares which is equal to the maximum number of Preferred C Shares as is permitted a result of their former Preferred C Shareholdings, pro-rata to be registered by the SEC. In such event, the number of Shares to be registered for such Registrable Securities owned by each other selling stockholder named in such Registration Statement shall be reduced pro rata among all such other selling stockholders first and fullyholder, before the number Registrable Securities held by any person as a result of all Registrable Equity Support their holdings of Ordinary Shares to or former holdings of Preferred A Shares or Preferred B Shares may be registered shall be reduced (in which case, it shall be reduced pro rata among the Subscribers). and sold; (iii) The Issuer represents third, Preferred Registrable Securities held by the former holders of Preferred A Shares as a result of their former Preferred A Shareholdings, pro-rata to the number of such Registrable Securities owned by each selling holder, before the Registrable Securities held by any person as a result of their holdings of Ordinary Shares or former holdings of Preferred B Shares may be registered and warrants that sold; and (iv) fourth, Preferred Registrable Securities held by the priority rights afforded former holders of Preferred B Securities as a result of their former Preferred B Shareholdings, pro-rata to the number of such Registrable Securities owned by each Subscriber pursuant to Section 7(d) selling holder, before the Registrable Securities held by any person as a result of this Equity Support Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event their holdings of a conflict between any such agreement or agreements and Section 7(d) of this Equity Support Agreement, the terms of Section 7(d) of this Equity Support Agreement shall prevailOrdinary Shares.