Common use of Priority on Underwritten Shelf Takedowns Clause in Contracts

Priority on Underwritten Shelf Takedowns. If the managing underwriters for such Underwritten Shelf Takedown advise the Company, in writing, that, in their opinion, the inclusion of all or a portion of Registrable Securities requested to be included in such Underwritten Shelf Takedown creates a substantial risk that the Underwritten Shelf Takedown price will be reduced, the Company shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown pursuant to Section 3.2, which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and second, any other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder.

Priority on Underwritten Shelf Takedowns. If the managing underwriters for such Underwritten Shelf Takedown advise the Company, Company and the Holders of Registrable Securities included in writing, that, the Shelf Takedown in writing that in their opinionopinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the inclusion number of all or Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a portion majority of the Registrable Securities requested to be included in such Underwritten Shelf Takedown creates a substantial risk that Takedown, timing or method of distribution of the Underwritten Shelf Takedown price will be reducedoffering, the Company shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold, sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown pursuant to Section 3.2, which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein owned by each such Holder, and ; (ii) second, any securities offered by the Company; and (iii) third, other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder.