Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basis.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYCompany Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basis.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes roposes to sell. . (ii) Second, the Company will include all Registrable Securities requested equested to be included by any Designated Holder, and if the number of such Designated Holdersholders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities ecurities held by such holder, on an as converted basis.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder. (iii) Third, on an as converted basisthe Company will include other securities of the Company proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basis. (iii) Third, the Company will include other securities of the Company proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYCompany Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder. (iii) Third, on an as converted basisthe Company will include other securities of the Company proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany or a secondary registration on behalf of a security holder exercising demand registration rights (the "Initiating Holder"), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYOffering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell and, if applicable, the securities the Initiating Holder proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated HolderHolder and other holders entitled to include securities in such Piggyback Registration (collectively, "Subordinate Holders"), and if the number of such Designated Subordinate Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Subordinate Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by each such holder, on an as converted basisSubordinate Holder.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"“Company Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' ’ securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' ’ pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basis. (iii) Third, the Company will include other securities of the Company proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYCompany Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes roposes to sell. . (ii) Second, the Company will include all Registrable Securities requested equested to be included by any Designated Holder, and if the number of such Designated Holdersholders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities ecurities held by such holder, on an as converted basis.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany or a secondary registration on behalf of a security holder exercising demand registration rights (the “Initiating Holder”), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"“Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell and, if applicable, the securities the Initiating Holder proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated HolderHolder and other holders entitled to include securities in such Piggyback Registration (collectively, “Subordinate Holders”), and if the number of such Designated Subordinate Holders' ’ securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Subordinate Holders' ’ pro rata share of the shares available for registration by the PurchaserPurchasers, based on the amount of securities held by each such holder, on an as converted basisSubordinate Holder.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYCompany Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holderHolder, on an as converted basis. (iii) Third, the Company will include other securities of the Company proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany or a secondary registration on behalf of a security holder exercising demand registration rights (the "Initiating Holder"), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITYOffering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell and, if applicable, the securities the Initiating Holder proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated Holder, and if the number of such Designated Holders' securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration by the Purchaser, based on the amount of securities held by such holder, on an as converted basisDesignated Holder.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyCompany or a secondary registration on behalf of a security holder exercising demand registration rights (the “Initiating Holder”), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities requested to be included on a secondary basis in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such primary or secondary offering (the "COMPANY OFFERING QUANTITY"“Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) First, the Company will include the securities the Company proposes to sell and, if applicable, the securities the Initiating Holder proposes to sell. (ii) Second, the Company will include all Registrable Securities requested to be included by any Designated HolderHolder and other holders entitled to include securities in such Piggyback Registration (collectively, “Subordinate Holders”), and if the number of such Designated Subordinate Holders' ’ securities requested to be included exceeds the Company Offering Quantity, then the Company shall include only each such requesting Designated Subordinate Holders' ’ pro rata share of the shares available for registration by the PurchaserStockholders, based on the amount of securities held by each such holder, on an as converted basisSubordinate Holder.