Common use of Priority in Incidental Registration Clause in Contracts

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. 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; (iiiii) thirdsecond, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose proposes 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 whichhereof; PROVIDED, HOWEVER, that the aggregate value of the Registrable Securities to be included in such registration by the opinion Holders may not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such managing underwriter(s), can be sold without having the adverse effect referred to aboveregistration; and (iviii) fourththird, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iiiii) 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. The number of Registrable Shares included in such registration statement shall be allocated pro rata among the Holders based on the number of Registrable Shares held by each Holder.

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) underwriter advised the Company in writing that, in its good faith opinion, the number amount of securities which the Company, the Holders and any other Persons intend requested to include be included in such registration (the "REQUESTED REGISTRABLE SECURITIES") exceeds the largest number of securities amount which can be sold sole in such offering without having an offering, so as to be likely to have a material adverse effect on such offering as contemplated by the Company (including the price at which the Company proposed to sell such securities can be soldsecurities), then the Company will include in such registration the following securities (i) firstthe "ACTUAL REGISTRABLE SECURITIES"): FIRST, if the registration pursuant to this Section 2 was initiated all securities proposed 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 be sold for its the Company's own account; (iii) thirdSECOND, 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 amount of Registrable Shares which the Holders have Securities requested to be included in such registration pursuant to Section 2(a) hereof and by the Investors which, in the good faith opinion of such managing underwriter(s)underwriter can be sold without causing a material adverse effect on the offering, with such amount of Registrable Securities to be equitably allocated on a percentage Pro Rata Basis (as defined below; THIRD, any amount of other securities ("OTHER SECURITIES") of the Company held by all other security holders ("OTHER HOLDERS") which the Company has agreed to register which, in the good faith opinion of such managing underwriter, can be sold without having the causing a material adverse effect referred on the offering, with such amount of Other Securities to above; and (iv) fourthbe allocated PRO RATA among such Other Holders on the basis of the relative number of shares of Other Securities owned by such Other Holders. "PRO RATA BASIS" shall mean that in the event the underwriter causes a reduction in a particular series of Requested Registrable Securities, 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 Registrable Securities included in the offering registration for the account each Purchaser shall be reduced by an equal percentage of any Other Holders which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to abovetheir respective applicable Requested Registrable Securities.

Priority in Incidental Registration. If a registration pursuant to this Section 2 0 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; (iiiii) thirdsecond, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose proposes 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 whichhereof; PROVIDED, HOWEVER, that the aggregate value of the Registrable Securities to be included in such registration by the opinion Holders may not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such managing underwriter(s), can be sold without having the adverse effect referred to aboveregistration; and (iviii) fourththird, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iiiii) 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. The number of Registrable Shares included in such registration statement shall be allocated pro rata among the Holders based on the number of Registrable Shares held by each Holder.