Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) securities proposed to be included by the Company, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by Holders to be included in such registration pursuant to this Section 2.2 and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities, on a pro rata basis, based on the number of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by such holder.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter in writing of its belief opinion that (i) the number or type of Registrable Securities requested to be included in the registration of such registration, when added to the number of other securities to be offered in such registration, underwritten offering would materially adversely affect such offering, then the Company shall include in such its proposed registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, first, all securities in of the following priority: (A) securities proposed Company to be included by the Companysold for its own account, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders)and second, if any, triggering such registration and (ii) the Registrable Securities requested by Holders to be included in such registration pursuant to this Section 2.2 and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securitiesAgreement, on a pro rata basis, (based on the number of shares Registrable Securities requested to be included therein by each Requesting Holder among such Requesting Holders) or (ii) the number of Common Stock heldRegistrable Securities to be included by specified Holders in the registration of such underwritten offering would materially adversely affect such offering, or obtainable by exercise or conversion then the Company shall include in its proposed registration only the number from such Holders which the Company is so advised can be sold without such adverse effect. The Company shall promptly notify the Requesting Holders of other securities of the Company, by such holderdetermination.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform advise the Company by letter of in writing (with a copy to each Requesting Holder) that, in its belief that opinion, the number or type of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, registration would materially adversely affect such offering, then the Company shall will, subject to any relevant agreements between the Company and Registration Rights Holders, include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities and other securities of the Company with respect to which the holders thereof have the right to require the Company to register such securities in connection with any registration of securities to be offered by the following priority: Company (A"Other Securities") securities proposed requested to be included by the Companyin such registration, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by Holders and Other Securities to be included in such registration pursuant to this Section 2.2 pro rata on the basis of the estimated gross proceeds from the sale thereof, and then (C) third, any other securities of the Company requested to be included in such registration by any other holder having the right to include securities, on a pro rata basis, based registration. There shall be no limit on the number of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by such holderregistrations that may be requested pursuant to this Section 3.2.

Priority in Incidental Registrations. If a registration pursuant to this section 9.2 involves an underwritten offering and the managing underwriter of any underwritten offering shall inform advises the Company by letter of in writing that, in its belief that opinion, the number of Registrable Securities securities requested to be included in such registration, when added registration exceeds the number which can be sold in such offering within a price range acceptable to the number of other securities to be offered in such registrationCompany, would materially adversely affect such offering, then the Company shall will include in such registration, registration to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting securities determined as follows: (1) if such offeringregistration as initially proposed by the Company was solely a primary registration of its securities, securities in (x) first, the following priority: (A) securities proposed by the Company to be included by the Companysold for its own account, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (iiy) the second, any Registrable Securities requested by Holders to be included in such registration pursuant to this Section 2.2 and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securitiesregistration, on a pro rata basis, based among the holders thereof requesting such registration on the basis of the number of shares of Common Stock held, or obtainable by exercise or conversion of other such securities of the Company, requested to be included by such holder.holders, shall be determined pro rata in accordance with the respective number of shares of all requesting holders entitled to be included in such registration), and

Priority in Incidental Registrations. If In the managing underwriter case of a Company Registration, if the Managing Underwriters of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered by the Company in such registration, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) securities proposed to be included by the Company, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by the Holders to be included in such registration pursuant to this Section 2.2 2.2, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities, on a pro rata basis, based on the number of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by such holder.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter in writing of its belief opinion that the number of shares or kind of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, registration would materially adversely affect such offering, and the Company has so advised the Requesting Stockholders, then the Company shall will include in such registration, to the extent of the number and kind which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priorityfollowing: (Aa) first, all securities proposed of the Company to be included by the Companysold for its own account; (b) second, (B) on a pro rata basis in accordance with (i) the number of such registrable securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by Holders to any stockholder of the Company who holds demand registration rights (other than the Principal Stockholder) and has requested that such shares be included in such registration pursuant to this Section 2.2 registration, pro rata (based on the number of registrable securities owned by all such stockholders); and then (Cc) any other third, such registrable securities of the Company requested to be included in such registration by any other holder having stockholder of the right to include securitiesCompany (including, on a without limitation, the Additional Stockholders and the Principal Stockholder) pro rata basis, (based on the number of shares of Common Stock held, or obtainable by exercise or conversion of other registrable securities of the Company, owned by such holderstockholders).

Priority in Incidental Registrations. If a registration pursuant to this Section 5.2 involves an underwritten offering and the managing underwriter of any underwritten offering shall inform advises the Company by letter of in writing that, in its belief that opinion, the number of Registrable Securities requested to be included in such registrationregistration would be likely to have a material adverse effect on the price, when added to timing or distribution of the number of other securities to be offered in such registration, would materially adversely affect such offeringoffering as contemplated by the Company (other than the Registrable Securities), then the Company shall include in such registrationregistration (i) first, to the extent 100% of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) securities proposed to be included by the Company, if any, and the Holders (B) on a reduced, if necessary, pro rata basis in accordance with (i) proportion to the respective number of securities shares proposed to be included by each; provided that in no event shall the stockholders (including Demand Holders), if any, triggering such registration and (ii) securities to be issued by the Registrable Securities requested by Holders Company be reduced to less than 75% of the total number of securities to be included in such registration pursuant the offering) and (b) second, to this Section 2.2 and then (C) any other securities the extent of the Company amount of Equity Securities requested to be included by other stockholders of the Company in such registration by any other holder which, in the opinion of such managing underwriter, can be sold without having the right material adverse effect referred to include securitiesabove, on a pro rata basis, based on the number of shares of Common Stock held, or obtainable such Equity Securities requested to be included by exercise or conversion of other securities stockholders of the Company, by such holder.

Priority in Incidental Registrations. If a registration pursuant to this Article II involves an underwritten offering and the managing underwriter of any underwritten offering shall inform the advises Company by letter of in writing that, in its belief that opinion, the number of Registrable Securities requested to be included in such registrationregistration would be likely to have an adverse effect on the price, when added to timing or distribution of the number of other securities to be offered in such registration, would materially adversely affect such offeringoffering as contemplated by Company (other than the Registrable Securities), then the Company shall include in such registrationregistration (a) first, 100% of the securities Company proposes to sell and (b) second, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) securities proposed to be included by the Company, (B) on a pro rata basis in accordance with (i) the number amount of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by Holders to be included in such registration pursuant to this Section 2.2 and then (C) any other securities of the Company requested to be included in such registration by any other holder which, in the opinion of such managing underwriter, can be sold without having the right adverse effect referred to include securitiesabove, on a the amount of Registrable Securities which the Holders and other Persons who have registration rights with respect to Common Shares, have requested to be included in such registration, such amount to be allocated pro rata basis, based among all requesting Holders and other Persons on the number of shares of Common Stock held, or obtainable by exercise or conversion of other securities basis of the Companyrelative amount of Registrable Securities then held by each such Holder or such other Person provided, by such holder.that any

Priority in Incidental Registrations. If In the managing underwriter case of a Company Registration, if the Managing Underwriters of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration, when added to the number of other securities to be offered by the Company in such registration, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) securities proposed to be included by the Company, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) the Registrable Securities requested by Holders the Shareholder to be included in such registration pursuant to this Section 2.2 2.2, and then (C) any other securities of the Company requested to be included in such registration by any other holder having the right to include securities, on a pro rata basis, based on the number of shares of Common Stock held, or obtainable by exercise or conversion of other securities of the Company, by such holder.

Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief opinion that the number or type of Registrable Securities securities requested to be included in such registration, when added to the number of other securities to be offered in such registration, registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company shall will include in such registration, to the extent of the number which and type that the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering, securities in the following priority: (A) first, all securities proposed by the Company to be included by the Companysold for its own account, (B) on a pro rata basis in accordance with (i) the number of securities proposed to be included by the stockholders (including Demand Holders), if any, triggering such registration and (ii) second the Registrable Securities requested by Holders to be included in such registration pursuant to this Section 2.2 and then (C) any other securities of the Company requested to be included in such registration by any pursuant to the Shareholders Agreement, dated as of January 20, 1994, among the Company and the shareholders who are signatories thereto, pro rata among such Requesting Holders and such other holder having shareholders, as the right to include securitiescase may be, on a pro rata basisthe basis of the estimated proceeds from the sale thereof, based on the number of shares of Common Stock heldand third, or obtainable by exercise or conversion of all other securities of the Company, by such holderproposed to be registered.