Priority on Compulsory Registration Sample Clauses

Priority on Compulsory Registration. With respect to any Compulsory Registration, if the managing underwriter or underwriters to which such Compulsory Registration relates, advise the selling Holders in writing that the total amount of Registrable Securities and equity securities requested to be included pursuant to Section 4(d) will in the aggregate materially and adversely affect the success of such Underwritten Offering, then: (i) first, the amount of equity securities requested to be included pursuant to Section 4(d) will be reduced to zero if necessary (pro rata among Thoratec and such other holders on the basis of the amount of such equity securities to be included therein by Thoratec and each such holder) and (ii) second, the amount of Registrable Securities of all Holders who have requested to have Registrable Securities included in the Compulsory Registration will be reduced, pro rata among such Holders on the basis of the amount of such Registrable Securities requested to be included therein by each such Holder, so that, after such reduction, there will be included in such Underwritten Offering the amount of Registrable Securities that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of the Underwritten Offering.