Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than Holders having rights to participate in such Piggyback Registration that are non-preferential to Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in Mail.xxx xx writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall Mail.xxx xxxll include in such registration (i) first, to the extent that securities of EasyLink are Mail.xxx xxx included in such registration, (A) such securities proposed to be sold by EasyLink and Mail.xxx xxx (B) the securities of EasyLink held Mail.xxx xxxd by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and HoldersMail.xxx xxx such holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section SECTION 2.02(a) and any other securities of EasyLink held Mail.xxx xxxd by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkMail.xxx, including xxcluding Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink Xxxx.xxx in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink Xxxx.xxx shall include in such registration (i) first, to the extent that securities of EasyLink Xxxx.xxx are included in such registration, (A) such securities proposed to be sold by EasyLink Xxxx.xxx and (B) the securities of EasyLink Xxxx.xxx held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink Xxxx.xxx and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink Xxxx.xxx held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkXxxx.xxx, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 2.02(a) and any other securities of EasyLink held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If the managing underwriter of a Piggyback Registration advises EasyLink in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink shall include in such registration (i) first, to the extent that securities of EasyLink are included in such registration, (A) such securities proposed to be sold by EasyLink and (B) the securities of EasyLink held by persons who have preferential registration rights to include such securities in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink and Holderssuch holders; and (ii) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter, the Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section SECTION 2.02(a) and any other securities of EasyLink held by persons other than the Holders having rights to participate in such Piggyback Registration that are non-preferential and not inferior to the Holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLink, including Registrable Securities, requested by each such holder to be included therein.

Priority in Piggyback Registrations. If a Piggyback Registration is an Underwritten Offering and the managing underwriter of a Piggyback Registration thereof advises EasyLink the Company in writing that, in its opinion, the number of shares of Registrable Securities requested or proposed to be included in such offering exceeds the number that can be sold in such offering without materially affecting the offering price of any such securities, EasyLink the Company shall include in such registration (i1) first, to the extent that such securities of EasyLink are the Company may be included in such registrationregistration without materially affecting the offering price thereof, in the opinion of such managing underwriter, (A) if such securities registration is initiated by the Company proposing to register any of its Common Stock, such Common Stock proposed to be sold by EasyLink the Company and (B) the securities of EasyLink the Company held by persons (other than the holders of Registrable Securities with respect to Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to such holders and which have been duly requested to be included in such Piggyback Registration in accordance with the agreements with respect to such registration rights between EasyLink the Company and Holderssuch holders; and (ii2) second, to the extent that such Registrable Securities may be included in such registration without materially affecting the offering price of the securities referred to in clause (i1), in the opinion of such managing underwriter, the Registrable Securities requested by Holders the holders to be included in such Piggyback Registration pursuant to Section 2.02(a3.2 (a) and any other securities of EasyLink the Company held by persons other than Holders the holders having rights to participate in such Piggyback Registration that are non-preferential to Holders the holders of the Registrable Securities, pro rata among all such holders on the basis of the total number of securities of EasyLinkthe Company, including Registrable Securities, requested by each such holder to be included therein.