Common use of Priority on Registration Clause in Contracts

Priority on Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the total number of shares or dollar amount of Registrable Securities proposed to be sold in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities, if any, may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the two Demand Registrations.