Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 5.1 involves an underwritten offering by LWN (as described in Section 5.1(a)(ii)) and the managing underwriter with respect to such offering advises the Company LWN in writing that, in its opinion, the number of securities requested (including all Registrable Securities) which LWN, the Holders and any other persons intend to be included include in such registration exceeds the largest number of securities which can be sold in such offering, so as to be likely to have offering without having an adverse effect on the price, timing or distribution offering of the securities offered in such offering as contemplated by LWN (including the Company (other than the Registrable Securitiesprice at which LWN proposes to sell such securities), then the Company LWN will include in such registration (i) first, 100% of all the securities the Company LWN proposes to sell and for its own account, (ii) second, to the extent of the number of Registrable Securities which the Holders have requested to be included in such registration pursuant to this Section 2 and which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the such reduced number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company Sunstone in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Common Stock offered in such offering as contemplated by the Company (other than the Registrable Securities)Sunstone, then the Company Sunstone will include in such registration (i) first, 100% of the securities the Company Sunstone proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a any registration pursuant to this Section 2 2.2 involves an underwritten offering and the managing underwriter advises underwriter(s) of such offering shall inform the Company in writing that, in of its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of belief that the number of Registrable Securities requested to be included in such registration pursuant or offering, when added to this Section 2 whichthe number of other equity securities to be offered in such registration or offering, would materially adversely affect such offering, then the Company shall include in such registration or offering, to the opinion extent of such managing underwriter, the number and type which the Company is so advised can be sold in (or during the time of) such registration or offering without having so materially adversely affecting such registration or offering (the adverse effect referred "Section 2.2 Sale Amount"), (i) all of the securities proposed by the Company to abovebe sold for its own account; (ii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, the number of Registrable Securities which requested by the Participating Holders have (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to be included in such registration, such amount to be allocated participate on a pro rata among all requesting Holders basis based on the basis of the relative aggregate number of shares of Registrable Securities then held requested by each the Participating Holders to be registered); and (iii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, any other securities of the Company requested to be included by Company stockholders holding other such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration rights.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have offering without having an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% all of the securities the Company proposes to sell and sell, (ii) second, to the extent of the that number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will shall include in such registration (ia) first, 100% of the securities the Company proposes to sell sell, (b) second, any Other Securities requested to be registered by any Other Holders exercising a demand registration right, and (iic) secondthird, to the extent of the number amount of Registrable Securities and Other Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities and Other Securities which the Holders and the Other Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders and the Other Holders on the basis of the relative number of shares amount of Registrable Securities then held and Other Securities requested to be included in such registration by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such and Other Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number total amount of securities requested to be included in such registration (including the Registrable Securities which Investors have requested to be included in such registration pursuant to Section 2(a) hereof) exceeds the number amount which can be sold in such offering, so as to be likely to have offering without having an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities proposed to be sold in the Company proposes notice delivered to sell the Investors pursuant to Section 2(a) hereof and (ii) second, to the extent of the number of Registrable Securities securities requested to be included in such registration pursuant to this Section 2 whichexceed the number of securities that, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities which the Holders that Investors have requested to be included in such registration (and, in the case of more than one Holder having the rights of the Investors under this Section 2 and requesting pursuant to Section 2(a) hereof to have Registrable Securities included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (Holder, provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises of any underwritten offering shall inform the Company in writing that, in by letter of its opinion, opinion that the number or type of Registerable Securities when added to the number and type of other securities requested to be included offered in such registration, would materially adversely affect such offering, then the Company shall include in such registration exceeds that number and type of Registerable Securities which the number which Company is so advised by the managing underwriter can be sold in such offering, so as to be likely to have an adverse effect on offering without materially adversely affecting such offering (the price, timing or distribution "Section 3.2 Registerable Securities Sale Amount") in the following order of priority: (i) all of the securities offered in such offering as contemplated proposed by the Company to be sold for its own account (other than the Registrable Securitiesif any), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and ; (ii) secondthereafter, to the extent of the number of Registrable Section 3.2 Registerable Securities Sale Amount is not exceeded in clause (i), the Registerable Securities requested by the Requesting Holders to be included in such registration pursuant to this Section 2 which, in 3.2(a) pro rata among the opinion Requesting Holders on the basis of the percentage of Registerable Securities of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Requesting Holders have requested to be included in such registration; and (iii) thereafter, such amount to the extent the Section 3.2 Registerable Securities Sale Amount is not exceeded, any other securities of the Company requested to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each included in such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution successful marketing of the securities offered in such offering as contemplated by (including the Company (other than the Registrable Securitiesprice at which such securities can be sold), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and sell, (ii) second, up to 100% of the securities requested to be registered by any stockholder exercising a demand registration right and (iii) third, to the extent of the number of Registrable Securities (and Subordinate Voting Shares held by other Persons with similar registration rights) requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such Subordinate Voting Shares) which the Holders (and such other Persons) have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders (and such other Persons) on the basis of the relative number of shares of Registrable Securities then held by each such Holder (or Subordinate Voting Shares then held by such other Person) (provided that any shares thereby allocated to any such Holder (or such other Person) that exceed such Holder’s 's (or such other Person's) request will be reallocated among the remaining requesting Holders (and such other Persons) in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Securities offered in such offering as contemplated by the Company (other than the Common or Common Equivalent Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Common or Common Equivalent Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Common or Common Equivalent Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common or Common Equivalent Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 Clause 7.2.6 involves an underwritten offering and the managing underwriter advises the Company Issuer in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing price or distribution of the securities offered in such offering as contemplated by or the Company (other than the Registrable Securities)timing of such offering, then the Company Issuer will include in such registration (i) first, 100% of the such number of securities the Company Issuer proposes to sell on its own behalf and (ii) second, to the extent of the number of Registrable Securities securities which the Shareholders have requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all requesting Shareholders, such pro rata amount to be determined by multiplying (x) the aggregate number of securities that may be included in such registration without the adverse effect referred to above by (y) a fraction, the numerator of which is the number of Registrable Securities securities requested by the Shareholder to be included in such registration and the denominator of which is the Holders have aggregate number of securities requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a any registration pursuant to this Section 2 3.2 involves an underwritten offering and the managing underwriter advises of such offering shall inform the Company in writing that, in of its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of belief that the number of Registrable Securities requested to be included in such registration pursuant registration, when added to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested other equity securities to be included offered in such registration, would materially adversely affect such amount offering, then the Company shall 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 (the “Section 3.2 Sale Amount”), (i) all of the equity securities proposed by the Company to be allocated sold for its own account; (ii) thereafter, to the extent the Section 3.2 Sale Amount is not exceeded, the Registrable Securities requested by the Participating Holders (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to participate on a pro rata among all requesting Holders basis based on the basis of the relative aggregate number of shares of Registrable Securities then held requested by each the Participating Holders to be registered); and (iii) thereafter, to the extent the Section 3.2 Sale Amount is not exceeded, any other equity securities of the Company requested to be included by Company stockholders holding other such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration rights.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number amount of securities requested to be included in such registration exceeds the number amount which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and sell, (ii) second, to the extent of the number amount of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration ------------------------------------ pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number amount of securities requested to be included in such registration exceeds the number amount which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company or the person initiating the registration statement proposes to sell and sell, (ii) second, to the extent of the number amount of Registrable Securities securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities securities which the Holders persons have requested to be included in such registration, such amount to be allocated pro rata among all persons requesting Holders to have Common Stock included in the registration statement on the basis of the relative number of shares of Registrable Securities Common Stock then held by each such Holder (provided person, provided, that any shares Common Stock thereby allocated to any such Holder person that exceed exceeds such Holder’s person's request will be reallocated among the remaining requesting Holders persons in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an a significant adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice, timing or distribution of which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and sell, (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the significant adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated first to the Stockholder and its Affiliates, and then pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held initially requested to be included by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Common or Common Equivalent Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell or, in the case of a registration under Section 3 hereof, 100% of the securities the Demand Party proposes to sell, and (ii) second, to the extent of the number of Common or Common Equivalent Registrable Securities requested to be included in such registration pursuant to this Section 2 (including Common Stock held by an A▇▇▇▇▇▇▇ Trust or H▇▇▇▇▇▇ Trust) which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Common or Common Equivalent Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common or Common Equivalent Registrable Securities then held by each such Holder Holder, including Common Stock held by an A▇▇▇▇▇▇▇ Trust or H▇▇▇▇▇▇ Trust, (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company (or the Third Party Holder) proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 4.3 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided Holder; provided, that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (except as otherwise provided in Section 4.2(e)) (i) first, 100% of the securities the Company (or the Third Party Holder) proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 4.3 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided Holder; provided, that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)Company, then the Company will include in such registration (i) first, 100% of the securities proposed to be sold by the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities securities then held by each such Holder (provided that any shares securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number total amount of securities requested to be included in such registration (including the Registrable Securities which the Stockholder has requested to be included in such registration pursuant to Section 2(a) hereof) exceeds the number amount which can be sold in such offering, so as to be likely to have offering without having an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities securities requested to be included in such registration pursuant to this Section 2 whichthat, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities which that the Holders have Stockholder has requested to be included in such registration (and, in the case of more than one Holder having the rights of the Stockholder under this Section 2 and requesting pursuant to Section 2(a) hereof to have Registrable Securities included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (Holder, provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)offering, then the Company will include in such registration (i) first, 100% of the securities proposed to be sold by the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the which number of Registrable Securities which the Holders have requested to be included in such registration, such amount to securities shall be allocated pro rata among all such requesting Holders of Registrable Securities, on the basis of the relative number of shares of Registrable Securities then held by each such Holder of Registrable Securities (provided provided, that any shares such amount thereby allocated to any such Holder that exceed exceeds such Holder’s 's request will shall be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company CNET in writing that, in its reasonable opinion, the number of securities requested to be included in such registration pursuant to this Section 4.1 exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Securities offered in such offering as contemplated by the Company (other than the Registrable Securities)CNET, then the Company CNET will include in such registration (i) first, 100% of the securities the Company CNET proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders and the registrable securities any other stockholder entitled to sell shares in such offering have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders and any other stockholder entitled to sell shares in such offering on the basis of the relative number of shares of Registrable Securities then held by each such Holder and the number of shares of registrable securities held by each such other stockholder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 11.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders request▇▇▇ ▇▇lders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Securities offered in such offering as contemplated by the Company (other than the Common or Common Equivalent Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Common or Common Equivalent Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Common or Common Equivalent Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common or Common Equivalent Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will shall include in such registration (ia) first, 100% of the securities the Company proposes to sell sell, (b) second, any Other Securities requested to be registered by any Other Holders exercising a demand registration right, and (iic) secondthird, to the extent of the number amount of Registrable Securities and Other Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities and Other Securities which the Holders and the Other Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders and the Other Holders on the basis of the relative number of shares amount of Registrable Securities and Other Securities then held by each such Holder and Other Holder (provided provided, that any shares such amount thereby allocated to any such Holder or Other Holder that exceed exceeds such Holder’s 's or Other Holder's request will shall be reallocated among the remaining requesting Holders and Other Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution successful marketing of the securities offered in such offering as contemplated by (including the Company (other than the Registrable Securitiesprice at which such securities can be sold), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and sell, (ii) second, up to 100% of the securities requested to be registered by any stockholder exercising a demand registration right and (iii) third, to the extent of the number of Registrable Securities (and shares of Common Stock held by other Persons with similar registration rights) requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such shares of Common Stock) which the Holders (and such other Persons) have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders (and such other Persons) on the basis of the relative number of shares of Registrable Securities then held by each such Holder (or shares of Common Stock then held by such other Person) (provided that any shares thereby allocated to any such Holder (or such other Person) that exceed such Holder’s 's (or such other Person's) request will be reallocated among the remaining requesting Holders (and such other Persons) in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number amount of securities requested to be included in such registration exceeds the number which amount that can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and sell, (ii) second, to the extent of the number amount of Registrable Securities requested to be included in such registration pursuant to this Section 2 whichthat, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities Company Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Company Registrable Securities), then the Company will shall include in such registration (ia) firstFIRST, 100% of the securities the Company proposes to sell and (iib) secondSECOND, to the extent of the number amount of Company Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Company Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number amount of shares of Company Registrable Securities then held by each such Holder (provided PROVIDED, that any shares such amount thereby allocated to any such Holder that exceed exceeds such Holder’s 's request will shall be reallocated among the remaining requesting requested Holders and Other Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company relevant Issuer in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, offering so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)offering, then the Company relevant Issuer will include in such registration (i) first, 100% of the securities the Company securities, if any, such Issuer proposes to sell and (ii) second, to the extent of the number of Registrable Securities and securities of the same Class as the Registrable Securities which the Holders and Other Holders, as the case may be, have requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders and Other Holders on the basis of the relative number of shares of Registrable Securities of the Class being registered and securities of such Class then held by each such Holder and Other Holder (provided that any shares thereby allocated to any such Holder or Other Holder that exceed such Holder’s 's or Other Holder's request will be reallocated among the remaining requesting Holders and Other Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number amount of securities requested to be included in such registration exceeds the number amount which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than including the Registrable Securitiesprice at which the Company initially proposes to sell such securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and for its own account or for the account of a demanding shareholder pursuant to a demand registration right granted under Section 4, (ii) second, to the extent of the number amount of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares Registrable Securities thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 4.3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities Company Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Company Registrable Securities), then the Company will shall include in such registration (ia) first, 100% of the securities the Company proposes to sell and (iib) second, to the extent of the number amount of Company Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number amount of Company Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number amount of shares of Company Registrable Securities then held by each such Holder (provided provided, that any shares such amount thereby allocated to any such Holder that exceed exceeds such Holder’s request will shall be reallocated among the remaining requesting requested Holders and Other Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Common or Common Equivalent Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Common or Common Equivalent Registrable Securities requested to be included in such registration pursuant to this Section 2 (including Common Stock held by an A▇▇▇▇▇▇▇ Trust or H▇▇▇▇▇▇ Trust) which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Common or Common Equivalent Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common or Common Equivalent Registrable Securities then held by each such Holder Holder, including Common Stock held by an A▇▇▇▇▇▇▇ Trust or H▇▇▇▇▇▇ Trust, (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a ------------------------------------ registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities Securities offered in such offering as contemplated by the Company (other than the Common or Common Equivalent Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Common or Common Equivalent Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Common or Common Equivalent Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common or Common Equivalent Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3.2 involves an underwritten offering and the managing underwriter advises the Company CGG in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing price or distribution of the securities offered in such offering as contemplated by or the Company (other than the Registrable Securities)timing of such offering, then the Company CGG will include in such registration registration: (i) first, in the event such underwritten offering is being made at the request of Other Demand Holders, 100% of the securities securities, if any, requested to be included by such Other Demand Holders (the Company proposes to sell and “Other Demand Holders Securities”); (ii) second, 100% of the securities, if any, CGG proposes to the extent of sell on its own behalf; (iii) third, the number of Registrable Securities which the Holders have requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated first to each Subscriber that is a requesting Holder (and, if such number is less than the requested number, allocated among the Subscribers as they may direct or, failing such direction, prorata according to the number requested by each of Registrable Securities which the Holders have requested to be included in such registrationthem, such amount to be allocated respectively) and second, pro rata among all other requesting Holders on the basis of the relative number of shares of Registrable Securities then held Holders, such pro rata amount to be determined by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).multiplying:

Priority in Incidental Registrations. If a any registration pursuant to this Section 2 2.2 involves an underwritten offering and the managing underwriter advises underwriter(s) of such offering shall inform the Company in writing that, in of its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of belief that the number of Registrable Securities requested to be included in such registration pursuant or offering, when added to this Section 2 whichthe number of other equity securities to be offered in such registration or offering, would materially adversely affect such offering, then the Company shall include in such registration or offering, to the opinion extent of such managing underwriter, the number and type which the Company is so advised can be sold in (or during the time of) such registration or offering without having so materially adversely affecting such registration or offering (the adverse effect referred “Section 2.2 Sale Amount”), (i) all of the securities proposed by the Company to abovebe sold for its own account; (ii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, the number of Registrable Securities which requested by the Participating Holders have (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to be included in such registration, such amount to be allocated participate on a pro rata among all requesting Holders basis based on the basis of the relative aggregate number of shares of Registrable Securities then held requested by each the Participating Holders to be registered); and (iii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, any other securities of the Company requested to be included by Company stockholders holding other such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration rights.

Priority in Incidental Registrations. If IF a registration Registration pursuant to ------------------------------------ this Section 2 section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as offering within a price range reasonably acceptable to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than such writing to state the Registrable Securitiesbasis of such opinion and the approximate number of such securities which may be included in such offering), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) secondregistration, to the extent of the number of securities which the Company is so advised can Shareholder Rights Agreement ---------------------------- be sold in such offering, (a) first, all securities to be registered held by the - Person initiating such registration (whether initiated by the Company or any Person having demand registration rights) other than any of the Management Circle, and (b) second, Registrable Securities requested to be included in such - registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested and all other securities proposed to be included in such registrationtherein, such amount to be allocated pro rata among all requesting Holders the holders thereof based on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated securities so proposed to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)sold and so requested to be included.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ statement pursuant to this Section 2 1.1 involves an underwritten offering of the securities being so registered and (ii) the managing underwriter advises of such underwritten offering informs the Company in writing that, in and the Stockholders requesting registration of their Registrable Securities by letter of its opinion, belief that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on (or during the price, timing or distribution of the securities offered in time of) such offering as contemplated by without adversely affecting the Company (other than the Registrable Securities)price thereof, then the Company will shall include in such registration (i) first, 100% that total number of the securities which the Company proposes is so advised can be sold in (or during the time of) such offering, which number shall consist of (A) if such registration as initially proposed was solely a primary registration, securities proposed by the Company to sell be sold for its own account and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant by Stockholders, on a pro rata basis, and (B) if such registration as initially proposed was in whole or in part a secondary registration, securities proposed by the Company to this Section 2 which, in the opinion of such managing underwriter, can be sold without having for its own account, securities proposed to be sold for the adverse effect referred to above, account of holders of securities of the number of Company (other than Registrable Securities) and Registrable Securities which the Holders have requested to be included in such registrationregistration by Stockholders, such amount to be allocated on a pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)basis.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering by Northwest (as described in Section 2(a)(ii)) and the managing underwriter with respect to such offering advises the Company Northwest in writing that, in its opinion, the number of securities requested (including all Registrable Securities) which Northwest, the Holders and any other Persons intend to be included include in such registration exceeds the largest number of securities which can be sold in such offering, so as to be likely to have offering without having an adverse effect on the price, timing or distribution offering of the securities offered in such offering as contemplated by Northwest (including the Company (other than the Registrable Securitiesprice at which Northwest proposes to sell such securities), then the Company Northwest will include in such registration (i) first, 100% of all the securities the Company proposes proposed to sell and be sold by any Person exercising a "demand" registration right pursuant to a registration rights agreement with Northwest, (ii) second, all the securities Northwest proposes to the extent of sell for its own account, and (iii) third, the number of Registrable Securities which the Holders' Representative has requested to be included in such registration pursuant to this Section 2 and which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the such reduced number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders that have made a request to the Holders' Representative on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request will be reallocated among the remaining requesting Holders in like manner).