Common use of Allocation of Securities Included in Registration Statement Clause in Contracts

Allocation of Securities Included in Registration Statement. (a) If any registration pursuant to Section 2.2 involves an underwritten offering and the managing underwriter shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the "Sale Number") that can be sold in an orderly manner in such registration within a price range acceptable to the Company or other Person(s) demanding such registration, the Company shall include in such registration: (i) first, all Class A Stock or securities convertible into, or exchangeable or exercisable for, Class A Stock that the Company proposes to register for its own account or for the account of the Person(s) demanding such registration (the "Company Securities"), and (ii) second, to the extent that the number of Company Securities is less than the Sale Number, all Registrable Securities requested to be included by Holder and all shares of Class A Stock requested to be included by any other stockholders of the Company entitled to exercise piggyback registration rights, allocated pro rata among Holder and such other stockholders, based upon the proportion which the number of shares requested to be included in such registration by each such Person bears to the aggregate number of Registrable Securities and shares of Class A Stock requested to be included in such registration by all such Persons.

Allocation of Securities Included in Registration Statement. (a) If any requested registration pursuant to Section 2.2 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the "Manager") shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Holders or any other persons (including those shares of Common Stock requested by the Company to be included in such registration) exceeds the largest number (the "Section 2.1 Sale Number") that can be sold in an orderly manner in such registration offering within a price range acceptable to the Company or other Person(s) demanding such registrationInitiating Holder, the Company shall include in such registration: (i) first, all Class A Stock or securities convertible into, or exchangeable or exercisable for, Class A Stock that the Company proposes to register for its own account or for the account of the Person(s) demanding Registrable Securities requested in such registration by Holders of Registrable Securities; provided, however, that, if the number of such Registrable Securities exceeds the Section 2.1 Sale Number, the number of such Registrable Securities (not to exceed the "Company Securities")Section 2.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, andbased on the number of Registrable Securities then owned by each Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion; (ii) second, to the extent that the number of Company Registrable Securities to be included by all Holders pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.1 Sale Number, all Registrable Securities requested to be included by Holder and all shares of Class A Stock requested to be included by any other stockholders of securities that the Company entitled proposes to exercise piggyback registration rights, allocated pro rata among Holder and such other stockholders, based upon the proportion which the number of shares requested to be included in such registration by each such Person bears register (up to the aggregate number of Registrable Securities and shares of Class A Stock requested to be included in such registration by all such Persons.Section 2.1 Sale Number); and

Allocation of Securities Included in Registration Statement. (a) If any requested registration pursuant to Section 2.2 3.1 involves an underwritten offering and the managing underwriter Lead Underwriter shall advise the Company that, in its view, the number of securities requested to be included in such registration (including those securities requested by the Company to be included in such 11 8 registration) exceeds the largest number (the "Section 3.1 Sale Number") that can be sold in an orderly manner in such registration offering within a price range acceptable to the Company or other Person(s) demanding such registrationHolders of Registrable Securities proposed to be registered, the Company shall include in such registration: (i) first, all Class A Stock or securities convertible into, or exchangeable or exercisable for, Class A Stock that the Company proposes to register for its own account or for the account of the Person(s) demanding such registration (the "Company Securities"), and (ii) second, to the extent that the number of Company Securities is less than the Sale Number, all Registrable Securities requested to be included by Holder and all shares of Class A Stock requested to be included by any other stockholders of the Company entitled to exercise piggyback registration rights, allocated pro rata among Holder and such other stockholders, based upon the proportion which the number of shares requested to be included in such registration by each such Person bears to Holders of Registrable Securities; provided, however, that if the aggregate number of such Registrable Securities and shares exceeds the Section 3.1 Sale Number, the number of Class A Stock requested such Registrable Securities (not to exceed the Section 3.1 Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each Holder requesting inclusion in relation to the number of Registrable Securities owned by all such Persons.Holders requesting inclusion; and (ii) to the extent that the number of Registrable Securities to be included by all Holders is less than the Section 3.1