Priority in Incidental Registration Clause Samples

Priority in Incidental Registration. If a registration pursuant to this Agreement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company, Holder and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (i) first, all the securities the Company proposes to sell for its own account, (ii) second, a number of such securities equal to the number, in the opinion of such underwriters, which can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among Holder and other persons having similar registration rights on the basis of the relative number of securities Holder and other persons have requested or are required to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration is an underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (the “Underwriter’s Maximum Number”) could successfully be included in such Incidental Registration, then the Company will include in such registration: (i) first, that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter’s Maximum Number; and (ii) second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter’s Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in one (1) additional Incidental Registration in accordance with the terms of this Agreement.

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) AremisSoft in writing that, in its opinion, the number of securities that AremisSoft, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders exercising incidental or "piggyback" registration rights of equal priority have requested to be included in such registration and which collectively, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof plus the number of securities requested to be registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among such Holders and such Other Holders on the basis of the relative number of Registrable Shares or other securities that each such Holder and Other Holder has requested to be included in such registration).

Priority in Incidental Registration. In a registration pursuant to this Section 4.2, if the managing underwriter of such underwritten offering shall inform the Company and the relevant Stockholders by letter of its belief that the number of shares of Common Stock or Common Stock Equivalents, as the case may be, to be included in such registration would adversely affect its ability to effect such offering, then the Company will be required to include in such registration only that number of shares of Common Stock or Common Stock Equivalents which it is so advised should be included in such offering. Shares of Common Stock or Common Stock Equivalents proposed by the Company to be registered for issuance by the Company shall have the first priority in a registration pursuant to Section 4.2(a) and all other shares of Common

Priority in Incidental Registration. In a registration pursuant to Section 3.2 hereof, if the managing underwriter of any underwritten offering to which Section 3.2 pertains shall inform the Company by letter of its belief that the number of shares of Shareholder Common Stock to be included in such registration would adversely affect its ability to effect such offering, then the Company will be required to include in such registration only that number of shares of Shareholder Common Stock which it is so advised can be included in such offering without so adversely affecting it. With respect to a registration that is the subject of Section 3.2 hereof, shares of Common Stock proposed by the Company to be registered for issuance by the Company or for sale by third parties exercising "demand" registration rights shall have the first priority and all other shares of Common Stock to be registered, including any and all shares of Shareholder Common Stock owned by the Holders shall be given second priority without preference among the relevant Holders. If less than all of the shares of Shareholder Common Stock duly requested to be included in such registration are to be registered therein, such shares of Shareholder Common Stock shall be included in the registration pro rata based on the total number of such shares sought to be registered other than for issuance by the Company or for sale by third parties exercising "demand" registration rights in accordance with the preceding sentence.

Priority in Incidental Registration. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter(s) in good faith advise(s) the Company in writing that, in its opinion, the number of securities which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares which the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above; and (iv) fourth, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any Other Holders which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above.

Priority in Incidental Registration. In a registration pursuant to this Section 3 (and not involving a Registration Request) involving an underwritten offering, if the managing underwriter of such underwritten offering shall inform the Company and FTDI by letter of its belief that the amount of Registrable Shares to be included in such registration would adversely affect the ability to effect such offering, then the Company will be required to include in such registration only the amount of securities that it is so advised should be included in such offering. In such event: (i) in cases initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (A) first, the securities the Company proposes to sell, (B) second, the Registrable Shares requested to be included in such registration that in the opinion of such underwriters can be sold and (C) third, other securities requested to be included in such registration; and (ii) in cases not initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (A) first, the Registrable Shares requested to be included in such registration that in such opinion of such underwriters can be sold and (B) second, other securities requested to be included in such registration.

Priority in Incidental Registration. If in connection with an ----------------------------------- Underwritten Offering registered pursuant to Section 2, the managing underwriter(s) of such Underwritten Offering informs the Company and the Holders by letter of its belief that the number of securities requested to be included in such Registration Statement exceeds the number which should be sold in such Underwritten Offering, then the Company will include in such Registration Statement, to the extent of the number which the Company is so advised should be sold in such Underwritten Offering, (i) first, all shares of Common Stock proposed to be sold by the Company for its own account and (ii) second, the number of Registrable Shares proposed by the Holders to be included in the registration that, in the opinion of such managing underwriter(s), can be sold without adversely affecting the price or probability of success of such Underwritten Offering, allocated pro rata among such Holders, on the basis of the relative amount of Registrable Shares requested to be included in such Registration Statement; provided that in all cases the Holders of Registrable -------- Shares shall be entitled to include in any such registration an aggregate of up to 25% of the total number of shares sold in any such Underwritten Offering.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered (such writing to state the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, and