Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If the Holders of a majority of the shares or other units of the Restricted Stock to be included in a Demand Registration so elect, the offering of such Restricted Stock pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters of such offering advise the Company and the Holders in writing that in their opinion the aggregate amount of Restricted Stock requested to be included in such offering is so large that it will materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of shares or other units of Restricted Stock which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such number of shares shall be allocated pro rata among the Holders of Restricted Stock on the basis of the number of shares of Restricted Stock requested by such Holders to be included in such registration. To the extent Restricted Stock so requested to be registered is excluded from the registration, then the Holders of such Restricted Stock shall have the right to one additional Demand Registration under this Section 2 with respect to such Restricted Stock (in addition to the number of Demand Registrations permitted under Section 5(a)(ii) below), provided that the failure of such Restricted Stock to be registered is through no fault of such Holders.

Priority on Demand Registration. If the Holders of a majority of the shares or other units of the Restricted Stock to be included in a Demand Registration so elect, the offering of such Restricted Stock pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters of such offering advise the Company and the Holders in writing that in their opinion the aggregate amount of Restricted Stock requested to be included in such offering is so large that it will materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of shares or other units of Restricted Stock which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such number of shares shall be allocated pro rata among the Holders of Restricted Stock on the basis of the number of shares of Restricted Stock requested by such Holders to be included in such registration. To the extent that 10% or more of the Restricted Stock so requested to be registered is excluded from the registration, then the Holders of such excluded Restricted Stock shall have the right to one additional Demand Registration under this Section 2 1 with respect to such Restricted Stock (in addition to the number of Demand Registrations permitted under Section 5(a)(ii) below)Stock, provided that the failure of such Restricted Stock to be registered is through no fault of such Holders, and provided, further, that such right to one additional Demand Registration applies only to the first time that shares of Restricted Stock are so excluded.

Priority on Demand Registration. If the Holders of a majority of the shares or other units of the Restricted Stock to be included in a Demand Registration so elect, the offering of such Restricted Stock pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters of such offering selected in accordance with Section 2(c) advise the Company and the Holders in writing that in their good faith opinion the aggregate amount of Restricted Stock requested to be included in such offering is so large that it will materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of shares or other units of Restricted Stock which in the good faith opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such number of shares shall be allocated pro rata among the Holders of Restricted Stock on the basis of the number of shares of Restricted Stock requested by such Holders to be included in such registration, provided that the number of shares of Restricted Stock held by the Holders to be included in such registration shall not be reduced unless all other securities are first entirely excluded from the registration. To the extent Restricted Stock so requested to be registered is excluded from the registration, then the Holders of such Restricted Stock shall have the right to one additional Demand Registration under this Section 2 with respect to such Restricted Stock (in addition to the number of Demand Registrations permitted under Section 5(a)(ii) below), provided that the failure of such Restricted Stock to be registered is through no fault of such Holders.

Priority on Demand Registration. If the Holders of a majority any of the shares or other units of the Restricted Stock Registrable Securities registered pursuant to be included in a Demand Registration so elect, the offering of such Restricted Stock pursuant are to such Demand Registration shall be sold in the form of an a firm commitment underwritten offering. In such event, if and the managing underwriter or underwriters advise the holders of such offering advise the Company Registrable Securities and the Holders in writing that in their opinion the aggregate amount holders of Restricted Stock requested all other securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights, in writing, that in its or their view the total number or dollar amount of securities proposed to be sold in such offering is so large that it will materially and such as to adversely affect the success of such offering, then, the Company will include in such registration the aggregate number of shares or other units of Restricted Stock which securities that in the opinion of such managing underwriter or underwriters can be sold without any adversely affecting such material adverse effect, and offering shall be included in the lesser amount for each holder of such securities of (i) the pro rata number of shares shall be allocated pro rata among the Holders of Restricted Stock securities for such holder based on the basis amount of securities held by each holder of securities who has requested to have securities included in such offering or (ii) the number of shares of Restricted Stock securities which such holder requested by such Holders to be included in such registrationoffering. To the extent Restricted Stock so requested to be registered is excluded from the registration, then the Holders of such Restricted Stock shall have the right to one additional In connection with any Demand Registration to which the provisions of this subsection (b) apply, such registration shall not reduce the number of available Demand Registrations under this Section 2 with respect in the event that the Registration Statement excludes more than 20% of the aggregate number of Registrable Securities requested to such Restricted Stock be included (in addition whether pursuant to the number of Demand Registrations permitted under Section 5(a)(ii) belowNotice or in response to the Notice), provided that the failure of such Restricted Stock to be registered is through no fault of such Holders.