Priority on Demand Registration definition
Priority on Demand Registration. With respect to any Demand Registration of Registrable Securities to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to holders of its Shares (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and permit all such holders who request to be included in the Demand Registration to include any or all Shares held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advise the holders of Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other Shares (other than Registrable Securities) will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities included in such Demand Registration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without adversely affecting the success of such offering, allocated pro rata among the holders of Registrable Securities on the basis of the amount of Registrable Securities requested to be included therein by each such holder.