Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises of any underwritten offering shall inform the Company in writing (a copy by letter of which shall be provided to the Holders) that, in its opinion, opinion that the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number type of Registrable Securities requested to be included in such registration whichwould materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities included in such offering shall be allocated reduced, to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by the managing underwriter, and any securities to be excluded shall come (i) first, pro rata among all such requesting holders of Registrable Securities rata, on the basis of the relative number of shares proposed to be registered, from the holders of Registrable Securities then held and other participating selling shareholders who are not holders of Registrable Securities, if any, who have a contractual right under a written agreement with the Company to offer shares on a "piggyback" basis in such offering, and (ii) after all such securities are excluded, from the shares to be offered by each the Company and any shareholder or shareholders on whose behalf the secondary registration was initiated so long as such Holder (provided that any Securities thereby allocated registration was initiated pursuant to any a "demand" registration right of such Holder that exceed shareholder or shareholders, in accordance with the agreement of such Holder’s request will be reallocated among the remaining requesting Holders in like manner)parties.

Priority in Piggyback Registrations. If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held requested to be included in such registration by each such Holder. Any other selling holders of the Company’s Securities (other than transferees to whom a Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request has assigned its rights under this Agreement) will be reallocated among included in an underwritten offering only with the remaining requesting consent of Holders holding a majority of the shares being sold in like manner)such offering.

Priority in Piggyback Registrations. If (a) a registration pursuant to this Section 2.1 3.1 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction; and (b) the managing underwriter advises of such underwritten offering shall inform the Company in and the Holders by letter of its belief that the distribution of all or a specified number of such Shares concurrently with the securities being distributed by such underwriters would materially adversely affect the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Shares which may be distributed without such effect), then the Company may, upon written notice to the Holders, reduce (a copy the “Underwriter’s Cut-back”) the number of such Shares the registration of which shall have been requested by the Holders and all Other Stockholders so that the resultant aggregate number of such securities so included in such registration by the Holders and any and all Other Stockholders shall be provided equal to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested shares stated in such managing underwriter’s letter. The Underwriter’s Cut-back shall be applied on a pro-rata basis first among the Other Stockholders whose shares are to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material statement and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Holders.