Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If the sole or managing underwriter of a Demand Registration advises the Company in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Securities and other securities of the Company in the following priority: (i) first, the greatest number of Registrable Securities proposed to be registered by the holders thereof, ratably among the holders of Registrable Securities based on the respective amounts of Registrable Securities requested to be registered by each such holder; (ii) second, after all Registrable Securities that the holders thereof propose to register have been included, securities proposed to be registered by the Company for its own account, which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof; and (iii) third, after all of the securities described in clause (ii) above have been included, any other securities the Company wishes to include in such registration.

Priority on Demand Registration. If the sole or managing underwriter underwriters of a Demand Registration advises advise the Company in writing that in its their opinion the number amount of Registrable Securities and other securities requested to be included exceeds the number amount of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Securities and other securities of the Company in the following priority: (i) first, the greatest number of Registrable Securities proposed to be registered by the holders Holders thereof, ratably among the holders Holders of Registrable Securities based on the respective amounts of Registrable Securities requested to be registered by each such holder;Holder; and (ii) second, after all Registrable Securities that the holders Holders thereof propose to register have been included, securities proposed to be registered by the Company for its own accountaccount or for the accounts of shareholders other than the Holders, which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof; and (iii) third, after all of the securities described in clause (ii) above have been included, any other securities the Company wishes to include in such registration.

Priority on Demand Registration. If the sole or managing underwriter of a Demand Registration advises the Company in writing that in its reasonable opinion the number of Registrable Securities Shares and other securities requested to be included exceeds the number of Registrable Securities Shares and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Securities and other securities of the Company Shares in the following priority: (i) first, in the event of a Company-Qualified Public Offering, the greatest number of Registrable Securities securities of the Company proposed to be registered included in such registration by the holders thereofCompany for its own account, ratably among which in the holders opinion of Registrable Securities based on the respective amounts of Registrable Securities requested to such underwriters can be registered by each such holder;so sold; and (ii) second, after all Registrable Securities securities that the holders thereof propose Company proposes to register for its own account have been included, securities proposed the greatest amount of Registrable Shares requested to be registered by the Company for its own account, holders thereof which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof; and , ratably among the holders of Registrable Shares (iiiwhether requested to be registered pursuant to Section 2.1 or 2.2) third, after all based on the respective amounts of the securities described in clause (ii) above have been included, any other securities the Company wishes Registrable Shares requested to include in be included and held by each such registrationholder.

Priority on Demand Registration. If the sole or managing underwriter of a Demand Registration advises the Company in writing that in its reasonable opinion the number of Registrable Securities Shares and other securities requested to be included exceeds the number of Registrable Securities Shares and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Securities and other securities of the Company Shares in the following priority: (i) first, in the event of a Company Qualified Public Offering, the greatest number of Registrable Securities securities of the Company proposed to be registered included in such registration by the holders thereofCompany for its own account, ratably among which in the holders opinion of Registrable Securities based on the respective amounts of Registrable Securities requested to such underwriters can be registered by each such holder;so sold; and (ii) second, after all Registrable Securities securities that the holders thereof propose Company proposes to register for its own account have been includedincluded in the case of a Company Qualified Public Offering, securities proposed the greatest amount of Registrable Shares requested to be registered by the Company for its own account, holders thereof which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof; and , ratably among the holders of Registrable Shares (iiiwhether requested to be registered pursuant to Section 2.1 or 2.2) third, after all based on the respective amounts of the securities described in clause (ii) above have been included, any other securities the Company wishes Registrable Shares requested to include in be included by each such registrationholder.