Common use of Priority on Registrations Clause in Contracts

Priority on Registrations. If any managing underwriter advises the Company in writing that including all the shares of Common Stock requested to be included in the registration by all Persons (including the Company) would have a Material Adverse Effect, subject to the immediately following sentence, the Company will be obligated to include in such registration only Common Shares in the following priority: (i) first, if the registration statement has been proposed to be filed by the Company for its own account, any Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own account, pro rata among the Holders of the Registrable Shares requesting to be included in the registration based on the number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any of the Company's securityholders, pro rata among such requesting securityholders and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common Stock, on an as-if-converted basis, requested to be included in such registration by each such Holder and each such securityholder, and (iii) third, in the event that all Common Stock for sale by the Company and all Registrable Shares requested to be included in such registration statement by the Holders of Registrable Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been included in such registration, any other Common Stock requested to be included pursuant to any other registration rights that may hereafter be and to the extent granted by the Company (pro rata on the basis of the total number of shares of Common Stock that each holder of such shares has requested to be registered).

Priority on Registrations. (a) If any the managing underwriter advises the Company in writing that including all the shares inclusion of Common Stock requested to be included in the registration by all Persons (including the Company) any Restricted Shares would have a Material Adverse Effect, subject material adverse effect on any offering then contemplated by the Company pursuant to the immediately following sentenceSection 2.2, the Company will be obligated to include in such the relevant registration statement, as to each Shareholder, only Common Shares in the following priority: (i) first, if the registration statement has been proposed to be filed by the Company for its own account, any Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own account, pro rata among the Holders a portion of the Registrable Restricted Shares requesting such Shareholder has requested be registered equal to be included in the registration based on ratio which such Shareholder's requested Restricted Shares bears to the total number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any of the Company's securityholders, pro rata among such requesting securityholders and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common Stock, on an as-if-converted basis, requested to be included in such registration by each such Holder and each such securityholder, and (iii) third, in the event that all Common Stock for sale by the Company and all Registrable Restricted Shares requested to be included in such registration statement by the Holders of Registrable all Shareholders who have requested that their Restricted Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been be included in such registrationregistration statement, any other Common Stock requested in the case of Shareholders exercising rights under Section 2.2 hereof. It is acknowledged by the Shareholders that pursuant to the foregoing sentence the securities to be included pursuant to any other in such registration rights that may hereafter statement shall be and to the extent granted allocated (x) if such registration has been initiated by the Company for securities to be offered by the Company, first to the Company and second to Shareholders exercising their piggyback right pursuant to Section 2.2 hereof and (pro rata on y) if such registration has been initiated by Requesting Shareholders requesting a Demand Registration, first to such Requesting Shareholders, second to the basis Company if it exercises its piggyback right pursuant to Section 2.1(b) hereof and third to all other shareholders requesting Restricted Shares to be included therein pursuant to Section 2.2. If, as a result of the total number provisions of shares this Section 2.4(a), any Shareholder shall not be entitled to include all of Common Stock its Restricted Shares in a registration that each holder of such shares Shareholder has requested to be registered)so included, such Shareholder may withdraw such Shareholder's request to include Restricted Shares in such registration statement.

Priority on Registrations. If any managing underwriter advises the Company in writing that including all the shares of Common Stock requested to be included in the registration by all Persons (including the Company) would have a Material Adverse Effect, subject to the immediately following sentence, the Company will be obligated to include in such registration only Common Shares in the following priority: (i) firstFIRST, if the registration statement has been proposed to be filed by the Company for its own account, any and all Common Stock for sale by the Company, and (ii) second, (x) if the registration statement has been proposed to be filed by the Company for its own accountSECOND, pro rata among the Holders of the Registrable Shares requesting to be included in the registration based on the number of Registrable Shares, on an as-if-converted basis, requested to be included in such registration by each such Holder, or (y) if the registration statement has been proposed to be filed at the request and for the account of any security holders of the Company's securityholders, pro rata among such requesting securityholders including members of management of the Company, holders other than Holders of Registrable Shares ("OTHER HOLDERS") and the Holders of the Registrable Shares requesting to be included in the registration based on the number of shares of Common StockStock underlying, on an as-if-converted basis, the securities and Registrable Shares requested to be included in such registration by each such Holder Other Holders and each such securityholderHolders, and (iii) thirdTHIRD, in the event that all Common Stock for sale by the Company and all Registrable Shares requested to be included in such registration statement by the Holders of Registrable Shares and, if applicable, all Common Stock for sale by the requesting securityholders have been included in such registration, any other Common Stock requested to be included pursuant to any other registration rights that may hereafter be and to the extent granted by the Company (pro rata on the basis of the total number of shares of Common Stock that each holder of such shares has requested to be registered).