Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will include in such registration (i) first, the securities requested to included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s securities Company (other than pursuant to Section 10(a)), and the managing underwriters advise underwriter(s) for such offering advises the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number that which can be sold in such offeringoffering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the all such holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so shares requested to be included therein, by each such holder and (iiB) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten secondary registration on behalf of holders of the Company’s 's securities (other than a Demand Registration pursuant to Section 1), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering, the Company will include in such registration (i) allocate the securities to be included as follows: first, the securities requested to be included therein by the holders requesting initiating such registration registration; and the second, Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so requested to be included therein, and (ii) second, Registrable Securities owned among the other securities requested to be included in such registrationStockholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number that can be sold in such without adversely affecting the marketability of the offering, the Company will shall include in such the registration (i) first, the securities requested to included therein by the holders requesting such registration and the Registrable Securities requested to be included in such the registration, pro rata among the holders requesting registration and of the holders of Registrable Securities on the basis of the number of securities so requested to be included thereinRegistrable Securities owned by each holder, and (ii) second, the other securities requested to be included in such the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included thereintherein by each such holder, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, including the proposed price for the securities, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of such Registrable Securities on the basis of the number of securities so requested to be included thereinshares owned by each such holder, and (iiiii) secondthird, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) the Transcend Registrable Securities requested to be included, (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of such Registrable Securities on the basis of the number of securities so requested to be included therein, and (iiiv) secondfourth, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders initially requesting such registration, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, and (ii) second, the Registrable Securities requested to be included in such registration and the Registrable Other Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities any such securities on the basis of the number of securities so shares requested to be included therein, and (ii) second, the other securities requested to be included in therein by each such registrationholder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offeringoffering within a price range reasonably acceptable to the Company, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting such registration and the holders of such Registrable Securities on the basis of the number of securities so requested to be included thereinshares owned by each such holder, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities Company Securities, and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the registration, (ii) second, securities which are either Registrable Securities requested to be included in such registrationor securities having pari passu piggyback registration rights, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included therein, and (iiiii) secondthird, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities and Other Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included therein, owned by each such holder and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offeringoffering within a price range acceptable to the holders initially requesting such registration, the Company will shall include in such registration (i) firstFIRST, the securities requested to be included therein by the holders requesting such registration (subject to compliance with SECTION 1(g)) and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities any such securities on the basis of the number of securities so requested to be included thereinowned by each such holder, and (ii) secondSECOND, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Client's securities other than the Holders of Registerable Securities (the "Other Holders"), and the managing underwriters advise the Company Client in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in a orderly manner in such offeringoffering within a price range acceptable to the Other Holders requesting such registration, the Company Client will include in such registration (ia) first, the securities requested to be included therein by the holders Other Holders requesting such registration and (b) second, the Registrable Registerable Securities requested to be included include in such registrationresignation hereunder, pro rata among amount the holders Holders of Registerable Securities requesting such registration and the holders of Registrable Securities on the basis of the number of shares of such securities so requested to be included therein, and (ii) second, the other securities requested to be included in owned by each such registrationHolder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s Corporation's securities (other than a Piggyback Registration pursuant to Section 7(e)), and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will Corporation shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationPerson exercising its Demand Registration, pro rata among the holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so requested to be included therein, and (ii) second, the Stockholder Shares requested to be included therein by the other Stockholders and the common stock of any warrant holder requested to be in such registration and (iv) third, other securities requested by other persons to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included thereinowned by each such holder, and (ii) second, the MDI Shares and (iii) third, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration and the securities requested to be included therein by the holders requesting such registration, pro rata among the holders requesting registration of Registrable Securities and the holders of Registrable Securities the securities requesting such registration on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is consists only of an underwritten secondary registration on behalf of holders of securities of the Company’s securities Company and the managing underwriters underwriter(s) for the offering being registered by the Company advise the Company in writing that in its/their opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number that which can be sold in such offeringoffering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (iA) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, registration above pro rata among the all such holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so shares requested to be included therein, by each such holder and (iiB) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s WFS' securities and the managing underwriters advise the Company WFS in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company WFS will include in such registration (i) first, the securities requested to be included therein by the holders of securities requesting such registration registration, and (ii) second, the Registrable Securities and other securities requested to be included in such registration, pro rata among the holders requesting registration Holders and the holders of Registrable Securities any other securities requested to be included therein on the basis of the number of securities so requested to be included therein, and (ii) second, the Registrable Securities or other securities being requested to be included in for registration which are owned by such registrationpersons.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities (which registration was consented to pursuant to Section 1(g) above), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the number of Registrable Securities requested to be included in such registration, pro rata PRO RATA among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number shares of securities so requested to be included therein, Registrable Securities owned by each such holder and (iiiii) secondthird, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number that can be sold in such without adversely affecting the marketability of the offering, the Company will shall include in such the registration (i) firstFIRST, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such the registration, pro rata among the holders requesting registration and the holders of Registrable Securities thereof on the basis of the number of such securities so requested to be included thereinand Registrable Securities owned by each such holder, and (ii) secondSECOND, the any other securities requested to be included in such the registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities 's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the price, timing or distribution of the offering, the Company will include in such registration (i) first, the securities requested to included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of such Registrable Securities on the basis of the number of securities so Registrable Securities owned by each such holder and requested to be included therein, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf at the request of holders of the Company’s 's securities (other than Shareholder) (the " Holder(s) ") and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that (the "Maximum Secondary Number") which can be sold in such offeringoffering without having a material adverse effect on the price of such securities, the Company will include in such registration (i) firstregistration, up to the Maximum Secondary Number, the Registrable Shares requested by the Shareholder and the securities requested to be included therein by the holders Holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among to the holders requesting registration respective number of Registrable Shares held by the Shareholder and the holders of Registrable Securities on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in such registrationtherein by each Holder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s 's securities and the managing underwriters underwriter(s) advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and (ii) second, the Registrable Securities Registration Shares requested to be included in such registration and any other securities requested to be included in such registration, pro rata among the holders requesting registration and the holders of Registrable Securities such securities on the basis of the number of securities so requested to be included therein, and (ii) second, the other securities requested to be included in registered by each such registrationholder.