Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number distribution of the Registrable Securities requested to be included in such registration exceeds concurrently with the number that can be sold in such offering without securities being registered on behalf of the Company would materially adversely affecting affect the distribution of such securities by the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, apportioned pro rata among in accordance with the Holders amounts of Registrable Securities and such securities requested to be so included by the respective Holders and holders of such securities of the Company; and (Ciii) third, securities of the holders of any other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes proposed to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, the Company will shall include in such registration registration: (Ai) first, the securities that the Company proposes to sell and sell; (Bii) second, among the Registrable Securities Securities, if any, requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder); and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by that the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of for the Company Company, and the underwriter(s) for the such offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and sell, (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, including the proposed price for the securities, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number or dollar amount of Registrable Securities securities requested to be included in such registration exceeds the number that or dollar amount which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes proposed to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Holdings, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Holdings in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company Holdings will include in such registration (Ai) first, the securities that the Company Holdings proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, securities of the holders of other securities requesting registration, including the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registrationrata.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell sell; and (B) second, the Registrable Securities requested to be included in such registration, other securities apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares proposed to be included by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities and (if permitted by the holders of a majority of the ABRY Registrable Securities) other securities of the Company requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and (C) third, other securities of the holders Company on the basis of other securities requesting registrationthe number of shares requested to be included in such registration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities Registration Shares requested to be included in such registration and other securities requested to be included in such registration, apportioned pro rata among the Holders holders of Registrable Securities and (C) third, such securities on the basis of the holders number of other securities requesting registrationrequested to be registered by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders applicable holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, the Company will shall include in such registration (Ai) firstFIRST, the securities that the Company proposes to sell and sell, (Bii) secondSECOND, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) thirdTHIRD, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of units of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, other securities apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company the.- Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting within a price range reasonably acceptable to the distribution of such securities by the Companycompany, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities requested to be included in such registration, apportioned registration and other securities requested to be included in such registration pro rata among the Holders holders of the Registrable Securities and (C) third, the other securities on the basis of the holders number of other securities requesting registrationso requested to be included therein.