Common use of Priority in Incidental Registration Clause in Contracts

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. In If a registration pursuant to this Section 3 (and not involving a Registration Request) involving 2 involves an underwritten offering, if offering and the managing underwriter of such underwritten offering shall inform or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested and FTDI by letter of its belief that the amount of Registrable Shares otherwise proposed to be included in such registration would adversely affect exceeds the ability to largest number which can be sold in such offering without having an adverse effect on such offeringoffering (including the price at which such securities can be sold), then the Company will be required to include in such registration only registration, to the amount extent of securities that it the number which the Company is so advised should can be included sold in such offering. In such event: offering (i) in cases initially involving if the registration for sale is a primary registration on behalf of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (A) first, the securities proposed to be registered by the Company proposes to sellCompany, and (B) second, the Registrable Shares and the securities held by Other Holders requested to be included in such registration that pro rata in accordance with the opinion numbers of such underwriters can be sold and (C) third, other securities requested to be included in such registrationby all Holders of Registrable Shares and Other Holders requesting to be included; and (ii) in cases not initially involving if the registration for sale is a secondary registration on behalf of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (A) firstOther Holders, the Registrable Shares requested to be and securities of the Other Holders included in such registration that pro rata in such opinion accordance with the numbers of such underwriters can be sold and (B) second, other securities requested to be included in such registrationby the Holders of Registrable Shares and the numbers of other securities proposed to be registered by the Other Holders. The Company will not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2(b).