Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of GDI, and the managing underwriters advise GDI 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 "GDI Offering Quantity"), then GDI will include in such registration securities in the following priority: (i) First, GDI will include the securities GDI proposes to sell. (ii) Second, subject to any rights of other holders of securities of GDI which are prior to the rights of the Purchasers to registration pursuant to agreements set forth on the Disclosure Schedules to the Securities Purchase Agreement, GDI will include all Registrable Securities requested to be included by any Designated Holder may request to be so included, and if the number of such Designated Holders' securities requested to be included exceeds GDI Offering Quantity, then GDI shall include only each such requesting Designated Holders' pro rata share of the shares available for registration, based on the amount of securities held by such holder, on an as converted basis. (iii) Third, GDI will include other securities of GDI proposed to be included in the registration.

Priority in Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of GDIthe Company, and the managing underwriters advise GDI 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 "GDI Company Offering Quantity"), then GDI the Company will include in such registration securities in the following priority: (i) First, GDI the Company will include the securities GDI the Company proposes to sell. (ii) Second, subject to any rights of other holders of securities of GDI the Company which are prior to the rights of the Purchasers to registration pursuant to agreements set forth on the Disclosure Schedules to the Securities Purchase Agreement, GDI the Company will include all Registrable Securities requested to be included by any Designated Holder may request to be so included, and if the number of such Designated Holders' securities requested to be included exceeds GDI the Company Offering Quantity, then GDI the Company shall include only each such requesting Designated Holders' pro rata share of the shares available for registration, based on the amount of securities held by such holder, on an as converted basis. (iii) Third, GDI the Company will include other securities of GDI the Company proposed to be included in the registration.