Common use of Priority on Underwritten Shelf Takedowns Clause in Contracts

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as follows: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder and (iii) then third, the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning of a majority of the Registrable Securities subject requested to such request, provided that the Company may include be included in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described belowUnderwritten Shelf Takedown. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; and (ii) second, other securities requested to be included by each in such Holder that is not a Demand Holder and (iii) then third, the remaining Underwritten Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holderextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning of a majority of the Registrable Securities subject requested to be included in such requestUnderwritten Shelf Takedown, provided that the Company may include in such Demand Registration securities shares of the Company its Capital Stock for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such without adversely affecting the marketability, proposed offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, Takedown allocated pro rata among the respective Holders owning a least 10% of the outstanding shares of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; (ii) second, the Registrable Securities requested to be included by each in such Holder that is not a Demand Holder and (iii) then third, the remaining Underwritten Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, allocated pro rata among the respective Demand Holders owning less than 10% of the outstanding shares of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; and (iii) third, other securities requested to be included by each in such Demand HolderUnderwritten Shelf Takedown to the extent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the First Priority Registrable Securities requested to be included in such Underwritten Shelf Takedown which can by the 5% Requesting Holders, pro rata among such 5% Requesting Holders holding First Priority Registrable Securities on the basis of the total number of shares of Common Stock owned by each such 5% Requesting Holder immediately prior to such offering; (ii) second, all Registrable Securities of all other Holders requested to be so sold (a “included in such Underwritten Shelf Takedown Cutback”and all Second Priority Registrable Securities requested to be included in such Underwritten Shelf Takedown by the 5% Requesting Holders, pro rata among all such Holders on the basis of the number of shares of Common Stock owned by each such Holder after taking into account sales in the offering of the First Priority Registrable Securities; and (iii) as follows: (i) firstthird, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder and (iii) then third, the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such without adversely affecting the marketability, proposed offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, Takedown allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; (ii) second, securities offered by the Company; and (iii) third, other securities requested to be included by each in such Holder that is not a Demand Holder and (iii) then third, the remaining Underwritten Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holderextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as follows: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Underwritten Demand Registration up to 50% of the remaining Shelf TakedownTakedown Cutback, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder and (iii) then third, the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf TakedownDemand Registration, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as follows: (ix) first, the securities the Company proposes to sell, sell and (iiy) then second, (i) 50% of the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders Holder to be included in the Underwritten Shelf Takedown, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder Holder, and (iiiii) then third, 50% of the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders Holder that is not a Shelf Takedown Requesting Holder to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning of a majority of the Registrable Securities subject requested to be included in such requestUnderwritten Shelf Takedown, provided that the Company may include in such Demand Registration securities shares of the Company its Capital Stock for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such without adversely affecting the marketability, proposed offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, Takedown allocated pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; (ii) second, securities offered by the Company; and (iii) third, other securities requested to be included by each in such Holder that is not a Demand Holder and (iii) then third, the remaining Underwritten Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holderextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning of a majority of the Registrable Securities subject requested to such request, provided that be included in the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described belowUnderwritten Shelf Takedown. If the managing underwriters Underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Shelf Takedown in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (ia) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, which in the opinion of such Underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder that is not a Demand Holder Holder, and (iiib) then thirdsecond, the remaining Shelf Takedown Cutback shall apply to Registrable Securities other securities requested by any Demand Holders to be included in the such Underwritten Shelf Takedown, pro rata among Takedown to the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holderextent permitted hereunder.

Priority on Underwritten Shelf Takedowns. The Company shall not include in any Underwritten Shelf Takedown that is not a Piggyback Takedown any securities which are not Registrable Securities without the prior written consent of the Holders owning a majority of the Registrable Securities subject to such request, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Underwritten Shelf Takedown in writing that in their reasonable opinion the number of Registrable Securities and, if permitted hereunderunder this Agreement, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such without adversely affecting the marketability, proposed offering within a price range acceptable to the Holders of beneficially owning a majority of the Registrable Securities initially requested to be included in the such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall reduce include in such Underwritten Shelf Takedown the number of Registrable Securities in such Underwritten Shelf Takedown which can be so sold (a “Shelf Takedown Cutback”) as followsin the following order of priority: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Shelf Takedown Cutback shall apply to the Registrable Securities beneficially owned by the Investor Parties requested by any Holders that are not Demand Holders to be included in the such Underwritten Shelf Takedown, allocated pro rata among Holders of the respective Investor Parties beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Investor Party; (ii) second, the Registrable Securities beneficially owned by the Backstop Parties requested to be included by each in such Holder that is not a Demand Holder and (iii) then third, the remaining Shelf Takedown Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Underwritten Shelf Takedown, allocated pro rata among the respective Demand Holders of Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Backstop Party; (iii) third, any securities to be sold by the Company for its own account requested to be included in such Underwritten Shelf Takedown by each the Company; and (iv) fourth, other securities requested to be included in such Demand HolderUnderwritten Shelf Takedown to the extent permitted under this Agreement. Notwithstanding the foregoing, the Company shall not include in any Underwritten Shelf Takedown any such securities pursuant to clause (iv) in the foregoing sentence which are not Registrable Securities without the prior written consent of the Investor Parties beneficially owning a majority of the Registrable Securities initially requested by the Investor Parties to be included in such Underwritten Shelf Takedown.