Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities securities requested to be included in such registrationregistration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holdertherein, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Eligible Securities requested to be included in such registration, pro rata among the holders of any such securities Eligible Securities on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyIssue's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities thereof on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiesregistration, and the managing underwriters advise such party and the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationparty, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting in such registration pursuant to this Agreement and the Registrable Securities requested to Other Registration Rights Agreements which in the opinion of such underwriters can be included sold in an orderly manner within the price range of such registrationoffering, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of such securities so requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be registered by such holders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (iiiii) secondthird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyIssuer's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities thereof on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so Common Shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a the price range acceptable to of the holders initially requesting such registrationoffering, the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein shares owned by each such holder, holder and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities securities requested to be included in such registrationregistration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders (including the Holders) of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the CompanyIssuer's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities thereof on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other securities requested to be included in such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holder, holders and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Common Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so Common Shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so shares requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities based on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other on a pro rata basis, the Registrable Securities of each of the Centre Funds (pro rata among such funds or except as they may otherwise agree) requested to be included in such registration and any remaining securities requested to be included in such registrationregistration in accordance with the terms and conditions of this Agreement (pro rata based on the number of securities owned by each holder thereof).

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration registration, (ii) second, the Shares and the Registrable Securities all other shares of Common Stock held by other stockholders with similar rights who have requested to be included in such registration, pro rata among the holders of any Investor and all such securities stockholders on the basis of the number of securities so shares requested to be included therein owned by each such holder, and (iiiii) secondthird, other securities requested to be included in such registrationregistration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein ----- by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the total number of securities so requested to be included therein owned by each such holdertherein, and (ii) second, other securities requested to be included ------ in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities shares so requested to be included therein owned by each such holder, holder and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyParent Corporation's securities, and the managing underwriters advise the Company in writing Parent Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company shall Parent Corporation will include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (iib) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration Registra tion is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of such securities so requested to be included therein owned registered by each such holderholders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be registered by such holders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (and in which the Company is not issuing any securities under such registration), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all other securities requested to be included in such registration, pro rata among the holders of any such securities thereof on the basis of the number of securities so requested to be included therein shares owned by each such holder, and (ii) second, other securities requested holders that are subject to be included in such registrationregistration rights.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities’s securities other than the parties hereto (i.e., is not a Demand Registration), and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registrationtherein, pro rata among the holders of any such securities Registrable Securities on the basis of the number amount of such securities so requested to be included therein owned by each such holder, holder and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the amount of such securities owned by each such holder.

Priority on Secondary Registrations. If Subject to Section 4.1(c) hereof, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the such holders of any such securities on the basis of the number of securities so requested to be included therein shares owned by each such holder, holder and (ii) second, other securities requested to be included in such registration.