Common use of Priority on Piggyback Registration Clause in Contracts

Priority on Piggyback Registration. Notwithstanding any other provision of this Section 16.10, if the managing underwriter of a Piggyback Registration that is an underwritten distribution advises E-Pub and the Holders participating in such Piggyback Registration in writing that, in its good faith judgment, the number of shares of Registrable Securities requested to be registered exceeds the number of shares of Registrable Securities which can be sold in such offering without adversely affecting the marketability of the offering, then (a) the number of shares of Registrable Securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering, and (b) such reduced number of shares shall be allocated among all participating Holders in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, in all events, the shares to be issued by E-Pub shall have priority over the shares of Registrable Securities requested to be registered.

Priority on Piggyback Registration. Notwithstanding any other provision of this Section 16.103, if the managing underwriter of a Piggyback Registration that is an underwritten distribution advises E-Pub the Company and the Holders participating in such Piggyback Registration Investor in writing that, in its good faith judgment, the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering without adversely affecting the marketability of the offering, then (ai) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering, and (bii) such reduced number of shares shall be allocated among all participating Holders Holders, in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, in all events, the shares to be issued by E-Pub the Company shall have priority over the shares of Registrable Securities requested to be registered.

Priority on Piggyback Registration. Notwithstanding any other provision of this Section 16.10, if the managing underwriter of a Piggyback Registration that is an underwritten distribution advises E-Pub Uproar and the Holders participating in such Piggyback Registration in writing that, in its good faith judgment, the number of shares of Registrable Securities requested to be registered exceeds the number of shares of Registrable Securities which can be sold in such offering without adversely affecting the marketability of the offering, then (a) the number of shares of Registrable Securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering, and (b) such reduced number of shares shall be allocated among all participating Holders in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, in all events, the shares to be issued by E-Pub Uproar shall have priority over the shares of Registrable Securities requested to be registered.

Priority on Piggyback Registration. Notwithstanding any other provision of this Section 16.103, if the managing underwriter of a Piggyback Registration that is an underwritten distribution advises E-Pub the Company and the Holders participating in such Piggyback Registration in writing that, in its good faith judgment, the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering without adversely affecting the marketability of the offering, then (ai) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering, and (bii) such reduced number of shares shall be allocated among all participating Holders Holders, in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that, in all events, the shares to be issued by E-Pub the Company shall have priority over the shares of Registrable Securities requested to be registered.