Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration Registrations is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a in connection with any Piggyback Registration is an underwritten registrationRegistration, and the managing underwriters shall give written advice to the Company of that, in their opinion, there is an Underwriters' Maximum NumberNumber of securities that may successfully be included in such registration, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; and (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of shares of Registrable Securities which shall have been requested by the Holders thereof Stockholders to be included in such registration and which does not exceed such excess the difference between the Underwriters' Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (i) above and such number of shares of Registrable Securities shall be allocated pro rata among the Holders thereof each such Stockholder, on the basis of the number of shares of Registrable Securities requested to be included therein by each such Holder; Stockholder and, if the total of such Registrable Securities and such securities which the Company is entitled to include pursuant to clause (iiii) if above is less than the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registrationNumber, then the Company may include in such registration that number of other securities which Persons shall have shares requested to be included in such registration and which shall not be greater than such excessby other securityholders of the Company.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities and Ableco Securities requested by the Holders holders thereof to be included in such registration and which does not exceed such excess and such Registrable Securities and Ableco Securities shall be allocated pro rata PRO RATA among the Holders holders thereof on the basis of the number of Registrable Securities and Ableco Securities requested to be included therein by each such Holderholder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Registrable Securities shall be allocated pro rata PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested by the Holders thereof to be included in such registration and which does not exceed such excess excess, and such number of Registrable Securities shall be allocated pro rata among the Holders thereof of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' ’ Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' ’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Combined Registrable Securities requested by the Combined Holders thereof to be included in such registration and which does not exceed such excess and such Combined Registrable Securities shall be allocated pro rata among the Combined Holders thereof on the basis of the number of Combined Registrable Securities requested to be included therein by each such Combined Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Investor Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Registrable Investor Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Registrable Investor Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Investor Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which other Persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration ----------------------------------- is an underwritten registration, registration and the managing underwriters shall give written advice to advise the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration writing that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds their opinion the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the ----- Company proposes to sell for its own account, (ii) second, the Registrable ------ Securities requested to be included in such registration, pro rata among the Registration Rights Holders on the basis of their respective ownership of Registrable Securities, and which does not exceed (iii) third, other securities requested to be ----- included in such excess and such registration; provided, however, that for purposes of this -------- ------- Section 3(c), all holders of Virgin Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of considered one Registration Rights Holder. The Company shall not limit the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required in a Piggyback Registration pursuant to this Registration Rights Agreement in order to include in such shares held by stockholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in any stock option plan unless such registrationemployees, then the Company may include in such officers, directors or consultants have registration that number of other securities which Persons shall have requested be included in such registration and which shall not be greater than such excessrights.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, securityholder exercising its registration rights and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum NumberNumber exceeds the number of securities which such securityholder proposes to offer and sell in such registration, then: (i) then the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; , (iiiii) if the Underwriters' Maximum Number exceeds sum of the number of securities which the Company shall be required to include in such registration for the account of the securityholder requesting such registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that the number of Registrable Securities securities requested by the Holders thereof to be included in such registration by the Holders of Registrable Securities and which any other securityholders of the Company having piggyback rights to the extent that such number does not exceed such excess excess, and such Registrable Securities securities shall be allocated pro rata among the such Holders thereof of Registrable Securities and other securityholders on the basis of the number of Registrable Securities securities requested to be included therein by each such HolderHolder of Registrable Securities and other securityholder; and (iiiiv) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities securities which the Company shall be required to include in such registration pursuant to clause clauses (iii) and (iii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Investor Registrable Securities which shall have been requested by the Holders thereof to be included in such registration and which does not exceed such excess the difference between the Underwriters' Maximum Number and such Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Registrable Securities requested which the Company proposes to be included therein by each offer and sell for its own account in such Holderregistration; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to shall include in such registration that number of Registrable Securities requested by which the Holders thereof to shall have requested be included in such registration and which does shall not exceed be greater than such excess and such Registrable Securities shall be allocated pro rata PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons other persons shall have requested be included in such registration and which shall not be greater than such excess.