Common use of Priority in Registrations Clause in Contracts

Priority in Registrations. If a Shelf Registration or Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Shelf Registration or Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Shelf Registration or Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Shelf Registration or Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Shelf Registration or Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.5(d), include in any Shelf Registration or Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Shelf Registration or Demand Registration, such Holder may, upon written notice to the Company given within five (5) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Shelf Registration or Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Shelf Registration or Demand Registration.

Priority in Registrations. If a Shelf Piggyback Registration is an underwritten primary registration on behalf of whichever of Cynat or Demand Registration involves an Underwritten OfferingGenaderm is the registrant company, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company registrant company in writing (with a copy to each Holder party hereto requesting registrationregistration of Registrable Securities) on or before that in their opinion the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities requested to be included on a secondary basis in such Shelf Registration or Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to without materially and adversely affecting the Majority Holders of the Registration (such writing to state the basis marketability of such opinion and primary or secondary offering (the approximate number of Registrable Securities which may be included in such offering"Company Offering Quantity"), then the Company shall registrant company will include in such Shelf Registration or Demand Registration, to registration securities in the extent of the number which the Company is so advised may be included in such offeringfollowing priority: (i) First, the registrant company will include the securities the registrant company proposes to sell. (ii) Second, the registrant company will include all Cynat Registrable Securities Securities, if the registrant company is Cynat, or Genaderm Registrable Securities, if the registrant company is Genaderm, requested to be included in the Shelf Registration or Demand Registration by the Holders allocated pro rata in proportion any Designated Holder and any securities which any Pari Passu Holder may request to be so included, and if the number of Registrable Securities such Designated Holders' securities and Pari Passu Holder securities requested to be included in such Shelf Registration or Demand Registration by each of them. In the event exceeds the Company Offering Quantity, then the registrant company shall not, by virtue of this Section 2.5(d), include in any Shelf Registration or Demand Registration all only each such requesting Designated Holders' and Pari Passu Holders' pro rata share of the Registrable Securities of any Holder requesting to be included in such Shelf Registration or Demand Registrationshares available for registration by the Purchaser, such Holder may, upon written notice to the Company given within five (5) calendar days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Shelf Registration or Demand Registrationholder, whereupon only on an as converted basis. For purposes of this Agreement, the Registrable Securitiesterm "Pari Passu Holder" shall mean any holder of the registrant company's securities outstanding as of the completion of the Offering that has registration rights, as well as any subsequent purchaser of "Permitted Preferred Shares", if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase as such term is defined in the amount of Registrable Securities to be included in such Shelf Registration or Demand RegistrationPurchase Agreement.