Common use of Underwriting Requirements; Priorities Clause in Contracts

Underwriting Requirements; Priorities. (a) The Company will have the right to select the investment banker(s) and manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors thereof on the basis of the number of Registrable Securities owned by them and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders with contractual registration rights other than the Investors, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.

Underwriting Requirements; Priorities. (a) The Company will shall have the right to select the investment banker(s) and and/or manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Series C Holder and the securities requested to be included therein by holders of securities with contractual registration rights other than the Series C Holder, pro rata among the Investors thereof holders of all such securities on the basis of the number of Registrable Securities owned by them or shares requested to be included therein, and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders of securities with contractual registration rights other than that are senior to those of the InvestorsSeries C Holder, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors the Series C Holder and by the holders of Registrable Securitiessecurities with contractual registration rights that are in parity with the rights of the Series C Holder, pro rata among the such Series C Holder and other holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.

Underwriting Requirements; Priorities. (a) The Company will shall have the right to select the investment banker(s) and and/or manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors thereof on the basis of the number of Registrable Securities owned by them requested to be registered and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders with contractual registration rights other than the Investors, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.

Underwriting Requirements; Priorities. (a) The Company will have the right to select the investment banker(s) and manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors Holders thereof on the basis of the number of Registrable Securities owned by them and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders with contractual registration rights other than the InvestorsHolders, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors Holders of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.

Underwriting Requirements; Priorities. (a) The Company will have the right to select the investment banker(s) and manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Investors thereof on the basis of the number of Registrable Securities owned by them and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders with contractual registration rights other than the Investors, pro rata among the holders of such securities on the basis of the number of shares requested to be included thereinInvestor, (iii) third, the securities requested to be included therein by Investors Investor of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.

Underwriting Requirements; Priorities. (a) The Company will shall have the right to select the investment banker(s) and and/or manager(s) to administer any offering to which this Agreement is applicable. If a registration is an underwritten primary registration on behalf of the Company (without regard to registration rights arising hereunder or under any other agreement), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registrationregistration by the Series C Holders and the securities requested to be included therein by holders of securities with contractual registration rights other than the Series C Holders, pro rata among the Investors thereof holders of all such securities on the basis of the number of Registrable Securities owned by them or shares requested to be included therein, and (iii) third, other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be registered. If a registration is an underwritten secondary registration on behalf of holders of securities of the Company, or a combined primary and secondary offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold at the desired price in such offering, the Company will include in such registration (i) first, securities the Company proposes to sell, (ii) second, the securities requested to be included therein by holders of securities with contractual registration rights other than that are senior to those of the InvestorsSeries C Holders, pro rata among the holders of such securities on the basis of the number of shares requested to be included therein, (iii) third, the securities requested to be included therein by Investors Series C Holders and by the holders of Registrable Securitiessecurities with contractual registration rights that are in parity with the rights of the Series C Holders, pro rata among the such Series C Holders and other holders of such Registrable Securities on the basis of the number of shares requested to be included therein, and (iv) fourth, other securities requested to be included in such registration, including securities to be sold by holders without contractual registration rights.