Common use of Priority on Registration Clause in Contracts

Priority on Registration. If the total number of ------------------------ securities, including Registrable Securities and securities offered by the Company, proposed to be included in the underwritten offering exceeds the number of securities that the underwriters reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned first to the Company, then to the parties to that certain Registration Rights Agreement dated as of April 24, 1996 and then pro rata among the Holders who are selling stockholders according to the total number of securities each selling stockholder has specified to the Company it desires to sell in the offering pursuant to Section 2.1, or in such other proportions as shall mutually be agreed to by them). For purposes of apportionment under the preceding parenthetical, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.

Priority on Registration. If the total number of ------------------------ securities, including Registrable Securities and securities offered by the Company, proposed to be included in the underwritten offering exceeds the number of securities that the underwriters reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned first to the Company, then to the parties to that certain Registration Rights Agreement dated as of April 24, 1996 and then pro rata among the Holders who are selling stockholders according to the total number of securities each selling stockholder has specified to the Company it desires to sell in the offering pursuant to Section 2.12. 1, or in such other proportions as shall mutually be agreed to by them). For purposes of apportionment under the preceding parenthetical, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate number of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder," as defined in this sentence.