Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its view, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, first, the Registrable Securities of the Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 7.1 or 7.2 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of ▇▇▇▇▇, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Company Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ or the Outside Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Company Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.47.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1Sections 7.1 or 7.2, as the case may be.

Priority in Demand Registrations. Whenever the Partnership effects a registration pursuant to Section 1.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Majority Holders consent in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Majority Holders in their sole discretion. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company Partnership in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company Partnership shall include in such registration, to the extent of the number which the Partnership is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders Initiating Unitholder and the Participating Unitholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholderthe Unitholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationPartnership. In the event of any such determination under this Section 1.4, the Company Partnership shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. Whenever the Company effects a registration pursuant to Section 1.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Majority Holders consent in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Majority Holders in their sole discretion. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Initiating Stockholder and the Participating Stockholders and the Management Stockholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholderholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) an Initiating Stockholder to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such the Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- Section 1.1 (including any Take-down Transaction) hereof involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable SecuritiesEndo LLC) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registration, first, the Registrable Securities of the Stockholders on a pro rata basis (based on registration the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Endo LLC and up to ----- the full number of shares of Common Stock requested to be included in such registration by the Management Stockholders (as defined in that certain amended and restated stockholders agreement, dated as of July 14, 2000, by and among the Company, Endo LLC, and the other parties named therein (the "Stockholders ------------ Agreement")), allocated pro rata among Endo LLC and the Management Stockholders --------- on the basis of the number of shares of Common Stock requested to be included therein by Endo LLC and the Management Stockholders and second, the securities, ------ if any, being sold by the Company. Notwithstanding the foregoing, the Management Stockholders shall (and any successor managers of the Company and its subsidiaries) will not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) Endo LLC to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing, that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In Neither the event Company nor Endo LLC will be required to give any notice to any holder of any Registrable Securities with respect to a given offering if such determination under holder is to be excluded from such offering pursuant to this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) or 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of the offer and sale of Registrable Securities) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registrationregistration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the THL Group, the Third Party Investors and the Management Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall (and any successor managers of the Company and its subsidiaries) will not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) THL Parties to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Management Stockholders Stockholders, if any, which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 1.1 or 1.2, as the case may be. The THL Parties shall use their commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the second preceding sentence of this Section 1.11.5.

Priority in Demand Registrations. Whenever the Partnership effects a registration pursuant to Section 1.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Majority Holders consent in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Majority Holders in their sole discretion. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company Partnership in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company Partnership shall include in such registration, to the extent of the number which the Partnership is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders Initiating Unitholder and the Participating Unitholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderUnitholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationPartnership. In the event of any such determination under this Section 1.4, the Company Partnership shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the offering, the Company shall will include in such registrationregistration up to the number which the Company is so advised can be sold in such offering without such adverse effect, firstFIRST, the Registrable Securities of the Stockholders Investor Stockholders, the Other Investors and the Management Stockholders, on a pro rata PRO RATA basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and secondSECOND, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, no Management Stockholder (or any successor manager of the Management Stockholders shall not Company and its subsidiaries) will be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) an Investor Stockholder to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders Stockholder would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the those Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationadverse effect. In the event of any such determination under this Section 1.41.5, the Company shall give the affected holders of Registrable Securities Management Stockholders notice of such determination and in lieu of the notice otherwise required under Section 1.11.2.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its view, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of OTPP and the Stockholders Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders OTPP (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If Subject to the last sentence of this Section 2.1(a)(iv) and to the priority allocation provisions of this Section 2.1(a)(iv), if a registration requested pursuant to Section 1.1 (including any Take-down Transaction) 2.1 involves an underwritten offering, the Company may elect to sell securities pursuant to such registration statement. If the Company does elect to sell securities pursuant to such registration statement and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed requested to be included in such registration, registration (including securities of the Company or any Person to which PDH has consented as described in the last sentence of this Section 2.1(a)(iv) which are not Registered Shares) exceeds the number which can be sold in such offering without materially and adversely affecting having an adverse effect on such offering as contemplated by PDH (including the offering priceprice at which PDH proposes to sell such Registered Shares), then the Company shall will (subject to the last sentence of this Section 2.1(a)(iv)) include in such registration, : (A) first, the Registrable Securities all of the Stockholders on a pro rata basis Registered Shares requested to be included in such registration by PDH, and (based on the B) second that number of shares securities of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to which are not Registered Shares which, in the amount which opinion of the Company is so advised managing underwriter, can be sold in such offering without such material having the adverse effect. Notwithstanding the foregoing, the Management Stockholders shall not be entitled effect referred to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationabove. In the event that the number of Registered Shares requested to be included in such registration exceeds the number which, in the opinion of such managing underwriters, can be sold, the number of such Registered Shares included in such registration shall be allocated among PDH and its Affiliates as they agree. Notwithstanding anything to the contrary contained herein, neither the Company nor any other Person (other than the holders of the 1,286,000 warrants issued by the Company in connection with its debt financing on the date hereof and/or shares of common stock or other securities issued on exercise of such determination under warrants) may include any securities in any registration pursuant to this Section 1.4, 2.1 without the Company shall give the affected holders prior written consent of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1PDH.

Priority in Demand Registrations. If If: (i) a registration to be effected pursuant to Section 1.1 1.2 relates to a proposed underwritten offering and (including any Take-down Transactionii) involves an underwritten offering, and the managing underwriter of such offering (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person Holder requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and Registrable Securities requested or otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceprice or marketability of the offering, the Company shall include in such registration, first, to the Registrable Securities extent of the Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect: first, the Registrable Securities of the Principal Holders requesting registration under Section 1.2, on a pro rata basis (based on the number of shares of Registrable Securities requested to be registered by each such Principal Holder), and second, the securities requested to be included in such registration by other Persons or proposed by the Company to be included in such registration (for the Company’s own account), in such amounts and proportions as the Company may determine. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any requesting Principal Holder may withdraw such Principal Holder’s request for registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Boardupon learning of such required proration, in consultation with the managing underwriter (or, in the which case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation none of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include Principal Holder’s Registrable Securities will be included in such registration that number or offering. If the proration resulting in such withdrawal would have resulted in a reduction of shares 30% or more of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice that such Principal Holder initially requested be included in the Demand Registration Statement, such Principal Holder will be deemed not to have used one of such determination and its requests for registration provided for in lieu of the notice otherwise required under Section 1.11.2.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders OTPP (including any Take-down Down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders ▇▇▇▇▇ Investors and ▇▇▇▇▇▇, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders ▇▇▇▇▇▇ shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders ▇▇▇▇▇▇ would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders ▇▇▇▇▇▇ which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders LLC, the Management Stockholders, if any, and the Outside Investors, if any, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders Stockholders, if any, shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) LLC to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If Subject to the last sentence of this Section 2.1(a)(iv) and to the priority allocation provisions of this Section 2.1(a)(iv), if a registration requested pursuant to Section 1.1 (including any Take-down Transaction) 2.1 involves an underwritten offering, offering the Company may elect to sell securities pursuant to such registration statement. If the Company does elect to sell securities pursuant to such registration statement and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed requested to be included in such registration, registration (including securities of the Company which are not Registered Shares) exceeds the number which can be sold in such offering without materially and adversely affecting having an adverse effect on such offering as contemplated by the offering pricePDL Stockholders (including the price at which the PDL Stockholders propose to sell such Registered Shares), then the Company shall will (subject to the last sentence of this Section 2.1(a)(iv)) include in such registration, : (A) first, the Registrable Securities all of the Stockholders on a pro rata basis Registered Shares requested to be included in such registration by the PDL Stockholders, and (based on the B) second, that number of shares securities of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to which are not Registered Shares which, in the amount which opinion of the Company is so advised managing underwriter, can be sold in such offering without such material having the adverse effect. Notwithstanding the foregoing, the Management Stockholders shall not be entitled effect referred to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationabove. In the event that the number of Registered Shares requested to be included in such registration exceeds the number which, in the opinion of such managing underwriters, can be sold, the number of such Registered Shares included in such registration shall be allocated among all requesting PDL Stockholders as they agree. Notwithstanding anything to the contrary contained herein, neither the Company nor any such determination under other Person may include any securities in any registration pursuant to this Section 1.4, 2.1 without the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu prior written consent of the notice otherwise required under Section 1.1PDL Stockholders requesting such registration.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) Demand Registration involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, timing or distribution, the Company shall include in such registrationregistration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the CVC Stockholders and OTPP, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), second, the Registrable Securities of the Other Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), if any, requested to be included in such Demand Registration pursuant to Section 2 and secondthird, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectDemand Registration. Notwithstanding the foregoing, Registrable Securities of Other Stockholders who are also employees, officers or directors of the Management Stockholders shall Company will not be entitled to participate included in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) CVC or OTPP to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders employees, officers or directors would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares Registrable Securities of Other Stockholders who are also employees, officers or directors of the Management Stockholders Company which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.11.1 or 1.2, as the case may be.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Poseidon LLC, the Stockholders Management Stockholders, if any, and the Outside Investors, if any, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders Stockholders, if any, shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) Poseidon LLC to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) or 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of the offer and sale of Registrable Securities) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registrationregistration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the ▇▇▇▇▇ Group, the Third Party Investors and the Management Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall (and any successor managers of the Company and its subsidiaries) will not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) Parties to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Management Stockholders Stockholders, if any, which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 1.1 or 1.2, as the case may be. The ▇▇▇▇▇ Parties shall use their commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the second preceding sentence of this Section 1.11.5.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of DLI LLC, and the Stockholders Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders DLI LLC (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section Sections 1.1 or 1.2 (including any Take-down Down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its view, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, first, the Registrable Securities of the Stockholders Shareholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Management Stockholders Shareholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders any Requesting Shareholder (including any Take-down Down Transaction) to the extent that the BoardBoard (or similar governing body), in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith, that the participation of such Management Stockholders Shareholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders Shareholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1Sections 1.1 or 1.2.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) or 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders Securityholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderSecurityholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders Securityholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) or the Hayfords to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management (which, if ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇ is no longer CEO, would not necessarily include him, but instead would be subject to a determination of the managing underwriter at that time as to whether he would be viewed by investors as a member of “management”) would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders Securityholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1Sections 1.1 or 1.2, as the case may be.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- this Section 1.1 (including any Take-down Transaction) 1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized an investment banking firmbanker) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceoffering, the Company shall will include in such registrationregistration to the extent of the number which the Company is so advised can be sold in such offering, first, the Registrable Securities of the Stockholders on a ----- Requesting Stockholder requested to be included in such registration and the Registrable Securities of the other Requesting Stockholder requested to be included in such registration, pro rata basis (based rata, among such holders, on the basis of the --- ---- number of shares of Registrable Securities owned requested to be included by each such Stockholder)holders, and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the ------ foregoing, Charter (or any successor manager of the Management Stockholders shall Company and its subsidiaries) will not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized an investment banking firmbanker) shall determine in good faith, faith that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold by the Majority Stockholder in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceprice or marketability of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders LLC, the Outside Investors, if any, and the Management Shareholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders Shareholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders (including any Take-down Transaction) LLC to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such Management Stockholders management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders Shareholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter selected by the LLC (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firmfirm selected by the LLC) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its viewopinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceprice or marketability of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Stockholders LLC, the Outside Investors, if any, and the Management Shareholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the Company up to the amount which the Company is so advised can be sold in such offering without such material adverse effectCompany. Notwithstanding the foregoing, the Management Stockholders Shareholders shall not be entitled to participate in any such registration requested by the ▇▇▇▇▇ Stockholders LLC (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firmfirm selected by the LLC) shall determine in good faithfaith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of such the Management Stockholders Shareholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Management Stockholders Shareholders (up to the pro rata amount specified in the previous sentence) which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 1.41.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Section 1.1.