Common use of Priority; Registration Form Clause in Contracts

Priority; Registration Form. If the managing underwriter( s) for a registration in which Registrable Securities are proposed to be included pursuant to this Section that involves an underwritten offering shall advise the Corporation in writing in good faith that in its opinion, the number of Registrable Securities to be sold for the account of persons other than the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of the Corporation and the Holder), then the number of Registrable Securities to be sold for the account of Selling Stockholders (including Holder) may be reduced to a number that, in the opinion of the managing underwriter(s ), may reasonably be sold without having the adverse effect referred to above. The reduced number of Registrable Securities that may be registered shall be allocated in the following priority: first, to Registrable Securities proposed to be registered for offer and sale by the Corporation; and second, to Registrable Securities proposed to be registered by Holder as a Piggy-back Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration, based on the number of Registrable Securities beneficially owned by the respective Holders or in such other proportions as shall be mutually agreed upon by all the Selling Stockholders. If, as a result of the proration provisions of this Section 2(b), the Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section that the Holder has requested be included, Holder may elect to withdraw its Registrable Securities from the registration.

Priority; Registration Form. (1) If the managing underwriter( s) underwriter for a registration in which Registrable Securities are proposed to be included pursuant to this Section 3 that involves an underwritten offering shall advise the Corporation in writing in good faith that Company that, in its opinion, the number inclusion of the amount of Registrable Securities to be sold for the account of persons other than the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration for the interests of the Corporation and the Holder)Company, then the number of Registrable Securities to be sold for the account of Selling Stockholders such Holders shall be reduced (including Holder) and may be reduced to a number that, zero) in the opinion of accordance with the managing underwriter(s ), may reasonably be sold without having underwriter’s recommendation. In the adverse effect referred to above. The reduced event that the number of Registrable Securities that may to be registered shall be allocated included in any registration is reduced (but not to zero), the following priority: first, to number of such Registrable Securities proposed to be registered for offer and sale by the Corporation; and second, to Registrable Securities proposed to be registered by Holder as a Piggy-back Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 2(b) included in such registration shall be allocated pro rata among all requesting Holders and all other holders of New Common Stock having the Holder and any other Holders participating right to include their shares of New Common Stock in the Piggy-back Registrationsuch registration, based on the basis of the relative number of Registrable Securities beneficially owned by the respective Holders shares of such New Common Stock each such Holder or other holder has requested to be included in such other proportions as shall be mutually agreed upon by all the Selling Stockholdersregistration. If, as a result of the proration provisions of this Section 2(b3(B), the any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section 3 that the such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration; provided, however, that such withdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities included in the registration shall be increased by the lesser of the amount of Registrable Securities withdrawn and the aggregate amount of Registrable Securities cut back pursuant to this Section 3(B)(1), and in accordance with the priority provided by this Section 3(B)(1). (2) If the Company is using a Form S-3 to effectuate a registration pursuant to this Section 3 or Section 2, but it would not be eligible to use such form for the number of Registrable Securities to be included at the request of other Holders, the Company may elect to not include such Registrable Securities in such registration.

Priority; Registration Form. If the managing underwriter( sunderwriter(s) for a registration in which Registrable Securities are proposed to be included pursuant to this Section paragraph that involves an underwritten offering shall advise the Corporation Issuer in writing in good faith that in its opinion, the number of Registrable Securities to be sold for the account of persons other than the Corporation Issuer (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of the Corporation Issuer and the HolderPurchaser(s)), then the number of Registrable Securities to be sold for the account of Selling Stockholders (including HolderPurchaser(s)) may be reduced to a number that, in the opinion of the managing underwriter(s underwriter(s), may reasonably be sold without having the adverse effect referred to above. The reduced number of Registrable Securities that may be registered shall be allocated in the following priority: first, to Registrable Securities proposed to be registered for offer and sale by the CorporationIssuer; and second, to Registrable Securities proposed to be registered pursuant to any registration rights of third parties; third, to Registrable Securities proposed to be registered pursuant to any piggy-back registration rights under any other agreements ; and, fourth, to Registrable Securities proposed to be registered by Holder Purchaser(s) as a Piggy-back Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 2(bparagraph (b)(ii) shall be allocated pro rata among the Holder Purchaser(s) and any other Holders participating in the Piggy-back Registration, based on the number of Registrable Securities beneficially owned by the respective Holders or in such other proportions as shall be mutually agreed upon by all the Selling StockholdersHolders. If, as a result of the proration provisions of this Section 2(bparagraph (b)(ii), the Holder Purchaser(s) shall not be entitled to include all Registrable Securities in a registration pursuant to this Section paragraph that the Holder has Purchaser(s) have requested be included, Holder Purchaser(s) may elect to withdraw its their Registrable Securities from the registration.

Priority; Registration Form. If the managing underwriter( sunderwriter(s) for a registration in which Registrable Securities are proposed to be included pursuant to this Section Article III that involves an underwritten offering shall advise the Corporation in writing in good faith Issuer or PubliCo, as the case may be, that in its opinion, the inclusion of the number of Registrable Securities or PubliCo Shares to be sold for the account of persons other than the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration the interests of the Corporation and the Holder)offering, then the number of Registrable Securities or PubliCo Shares to be sold for the account of Selling Stockholders (including Holder) may shall be reduced to a the number that, in the opinion of the managing underwriter(s underwriter(s), may reasonably can be sold without having the adverse effect referred to above. The reduced number of Registrable Securities or PubliCo Shares that may be registered shall be allocated allocated, in the following priority: first, to Registrable all of Securities or PubliCo Shares proposed to be registered for offer and sale by the Corporation; and Issuer or PubliCo, as the case may be, second, to Securities or PubliCo Shares proposed to be registered pursuant to any demand registration rights of third parties, third, to Registrable Securities proposed to be registered by Holder Holders as a Piggy-back Registration. Registration The reduced number of Registrable Securities that may be registered pursuant to this Section 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration, based on the number of Registrable Securities beneficially owned by the respective Holders or in such other proportions as shall be mutually agreed upon by all the Selling StockholdersHolders. If, as a result of the proration provisions of this Section 2(b)3.2, the any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section Article III that the such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration.

Priority; Registration Form. (1) If the managing underwriter( s) underwriter for a registration in which Registrable Securities are proposed to be included pursuant to this Section 2 that involves an underwritten offering shall advise the Corporation in writing in good faith that Company that, in its opinion, the number inclusion of the amount of Registrable Securities to be sold for the account of persons other than the Corporation (collectively, “Selling Stockholders”) is greater than the amount that can be offered without Holders would adversely affecting affect the success of the offering (taking into consideration the interests of the Corporation and the Holder)offering, then the number of Registrable Securities to be sold for the account of Selling Stockholders such Holders shall be reduced (including Holder) and may be reduced to a number that, zero) in the opinion of accordance with the managing underwriter(s ), may reasonably be sold without having underwriter's recommendation. In the adverse effect referred to above. The reduced number of Registrable Securities event that may be registered shall be allocated in the following priority: first, to Registrable Securities proposed to be registered for offer and sale by the Corporation; and second, to Registrable Securities proposed to be registered by Holder as a Piggy-back Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 2(b) shall be allocated pro rata among the Holder and any other Holders participating in the Piggy-back Registration, based on the number of Registrable Securities beneficially owned by to be included in any registration is reduced (but not to zero), the respective Holders or number of such Registrable Securities included in such other proportions as registration shall be mutually agreed upon by all allocated pro rata among all requesting Holders and all other holders of Common Stock having the Selling Stockholdersright to include their shares of Common Stock in such registration, on the basis of the relative number of shares of such Common Stock each such Holder or other holder has requested to be included in such registration. If, as a result of the proration provisions of this Section 2(b2(B), the any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section 2 that the such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration; provided, however, that such withdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made. (2) If the Company is using a Form S-3 to effectuate a registration pursuant to this Section 2, but it would not be eligible to use such form for the number of Registrable Securities to be included at the request of other Holders, the Company may elect to not include such Registrable Securities in such registration.