Common use of Priority on Secondary Piggyback Registrations Clause in Contracts

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Shares, if more than one are involved, securities that the Company proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Sharessecurities that the Company proposes to sell. For the avoidance of doubt, if a Piggyback Registration is effected pursuant to this Section 3 by certain Holders with regard to a Demand Registration Statement resulting from a Demand Registration initiated by one or more than one other Holders that are involvedparties hereto, the underlying Demand Registration would still be deemed to be determined by have been effected for the Company)Initiating Holders.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is not a Redemption Offering and is initiated as an underwritten registration on behalf of a holder of Shares other than the InvestorInvestors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing otherwise adversely affecting the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders the Investors pro rata among such Investors on the basis of Shares including the Investor (if the Investor has elected to include number of Registrable Shares in owned by each such Piggyback Registration) Investor and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such holders or other Persons in such manner as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)determine.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Company Shares other than the InvestorInvestor (and the Investor has elected to include Registrable Securities in such Piggyback Registration), and the managing underwriters advise the Company that in their opinion the number of Company Shares proposed to be included in such registration exceeds the number of Company Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering)having an Adverse Effect, then the Company shall include in such registration (i) first, the number of Company Shares requested to be included therein by the holder(s) initially requesting such registration, ; (ii) second, the number of Company Shares requested to be included therein by other holders of Shares Company Shares, including the Investor (if the Investor has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Company Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Company Shares, if more than one are involved, to be determined by the Company); and (iii) third, the number of Company Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If If, (i) as a result of applicable law or based upon comments received by the Commission, all of the securities to be included in the Registration Statement for any Piggyback Registration is initiated as an underwritten a secondary registration on behalf of a holder of Shares the Company’s securities other than Registrable Securities, cannot be so included or (ii) a Piggyback Registration is an underwritten secondary registration on behalf of a holder of the InvestorCompany’s securities other than Registrable Securities, and the managing underwriters advise the Company that in writing that, in their opinion opinion, the number of Shares proposed securities requested to be included in such registration statement exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in having an adverse effect on such offering), then the Company shall include in such registration (ix) first, the number securities of Shares such requesting persons or entities, other than the Holders of Registrable Securities, (y) second, the Registrable Securities and other securities requested to be included therein by the holder(s) requesting Holders and the Other Holders (including, for the avoidance of doubt, such registrationOther Holders exercising their rights under the Merger Registration Rights Agreement), (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sellany, pro rata among such holders the Holders and the Other Holders on the basis of the number of Shares shares requested to be included therein registered by such holders or as such holders the Holders and the Other Holders, and (z) third, the securities the Company may otherwise agree (with allocations among different classes of Sharesproposes to sell, if more than one are involved, to be determined by the Company)any.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company), and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)Company and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) ), and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares shares other than the InvestorStockholder, and the managing underwriters advise the Company that in their opinion the number of Registrable Shares and other securities proposed to be included in such registration exceeds the number of Shares (of any class) shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares shares requested to be included therein by other holders of Shares shares including the Investor Stockholder (if the Investor Stockholder has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Shares shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Sharesshares, if more than one are involved, to be determined by the Company)) and (iii) third, the number of shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration Underwritten Offering is initiated as an underwritten registration Underwritten Offering on behalf of a holder or holders of Shares other than the Investora Holder, and the managing underwriters advise the Company that in their opinion the number of Shares ▇▇▇▇▇▇ proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration Piggyback Underwritten Offering (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor any Holder (if the Investor any Holder has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sellUnderwritten Offering), pro rata among such other holders on the basis of the number of Shares requested to be included therein by such other holders or as such other holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company)) and (iii) third, the number of Shares that the Company proposes to sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Sharessecurities that the Company proposes to sell. For the avoidance of doubt, if a Piggyback Registration is effected pursuant to this Section 3 by certain Holders with regard to a Demand Registration Statement resulting from a Demand Registration initiated by one or more than one other Holders that are involvedparties hereto, the underlying Demand Registration would still be deemed to be determined by have been effected for the Company).Initiating Holders. ​

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the InvestorInvestors, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares including the Investor Investors (if the Investor has Investors have elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of Common Shares other than the InvestorRegistrable Securities, and the managing underwriters advise the Company that in their the opinion of the managing underwriters the number of Common Shares proposed to be included in such registration exceeds the number of Common Shares (of any class) which that can be sold in such offering without materially delaying or jeopardizing and/or that the success number of the offering (including Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Common Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Common Shares requested to be included therein by other holders of Shares Common Shares, including the Investor Holders (if the Investor any Holder has elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata among such holders on the basis of the number of Common Shares requested to be included therein by such holders or as such holders may otherwise agree, and (iii) third, the number of Common Shares that the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, proposes to be determined by the Company)sell.

Priority on Secondary Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares securities other than the Investor, a Holder and the managing underwriters advise the Company that in their good faith opinion the number of Shares securities proposed to be included in such registration exceeds the number of Shares (of any class) securities which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares security proposed to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares securities requested to be included therein by the holder(s) requesting such registrationregistration (including any Initiating Holders, as applicable), (ii) second, the number of Shares securities requested to be included therein by other holders of Shares securities including the Investor any other Holders (if the Investor has any other Holders have elected to include Registrable Shares Securities in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell), pro rata (as nearly as practicable) among such participating holders on the basis of the number of Shares securities requested to be included therein by such holders or as such holders and the Company may otherwise agree and (with allocations among different classes iii) third, the number of Shares, if more than one are involved, securities that the Company proposes to be determined by the Company)sell.