Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. If a registration pursuant to this Section 3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing that, in its opinion, the number of securities of any class requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering, then the Company will include in such registration, to the extent to which the Company is advised can be sold in such offering, securities as follows: (i) if such registration is for the account of the Company, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested by the Holder to be included in such registration, and third, all other securities of the Company requested to be included in such registration in such amount and in such manner as the Company shall determine; (ii) if such registration is not for the account of the Company, first, such Registrable Securities requested to be included in such registration and all other securities proposed to be sold by other holders shall be included in such registration pro rata on the basis of the number of shares so proposed to be sold, and second all securities proposed by the Company to be sold for its own account.

Priority in Registrations. If (i) a registration pursuant to this Section 3 2 hereof involves an underwritten offering, offering of securities and (ii) the managing underwriter shall advise inform the Company in writing that, in and the holders of the Registrable Common requesting such registration of its opinion, belief that the number of securities of any class requested to be included in such registration exceeds the number which that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering, then the Company will include in such registration, to the extent to which the Company is advised can be sold in such offering, securities as follows: (i) if such registration is for an offering of securities for the account of the Company, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities Common requested by the Holder Selling Stockholders to be included in such registration, registration pursuant to Section 2 hereof and third, then all other securities of the Company requested to be included in such registration in such amount and in such manner as the Company shall determineregistration; (ii) if such registration is not for the account of the Company, firstother than an offering described in (i) above, such Registrable Securities Common requested to be included in such registration and all other securities proposed by the Company to be sold by other holders for its own account shall be included in such registration pro rata on the basis of the number of shares of such Registrable Common and such other securities so proposed to be sold, and second all securities proposed by the Company to be sold for its own account.