Common use of Priority of Securities Sold Pursuant to Shelf Registrations Clause in Contracts

Priority of Securities Sold Pursuant to Shelf Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Shelf Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in an Underwritten Shelf Takedown exceeds the number which can be sold in such Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be allocated pro rata among the Holders seeking to participate in such Underwritten Shelf Takedown (based on the relative number of Registrable Securities requested to be included in such Underwritten Shelf Takedown), to the extent necessary to reduce the total number of Registrable Securities to be included in such Underwritten Shelf Takedown to the number recommended by the managing underwriter or underwriters.

Priority of Securities Sold Pursuant to Shelf Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Shelf Registration Registration, advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in an Underwritten Shelf Takedown Offering pursuant to Section 6.2(e) exceeds the number which can be sold in such Underwritten Shelf Takedown Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be allocated pro rata among the Holders seeking to participate in such Underwritten Shelf Takedown Offering (based on the relative number of Registrable Securities requested to be included in such Underwritten Shelf TakedownOffering), to the extent necessary to reduce the total number of Registrable Securities to be included in such Underwritten Shelf Takedown Offering to the number recommended by the managing underwriter or underwriters.

Priority of Securities Sold Pursuant to Shelf Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities that are Common Stock included in a Shelf Registration advise the Company or its Board of Directors in writing that, in its or their opinion, the aggregate number of securities requested to be included in an a proposed Underwritten Shelf Takedown exceeds the number which can be sold in such Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered offered, or the market for the securities offered, the number of Registrable Securities shares of Common Stock to be included in such offering Underwritten Shelf Takedown shall be allocated pro rata among the Holders seeking to participate in such Underwritten Shelf Takedown (based on the relative number of Registrable Securities requested to be included in such Underwritten Shelf Takedown), to the extent necessary to reduce the total number of Registrable Securities shares of Common Stock to be included in such Underwritten Shelf Takedown to the number recommended by the managing underwriter or underwriters.