Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is requested registration pursuant to Section 1(a) involves an underwritten public offering and the managing underwriters advise the Company or lead underwriter advises NationsRent in writing thatwriting, with a copy to each Holder requesting registration, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering registration (including securities to be sold by NationsRent or by other persons who are not Holders of Registrable Securities) exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of at least a majority (by number of shares) of the Investor Registrable Securities to be included in such registrationregistration without adversely affecting the marketability of the offering, then the Company NationsRent shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders Holders thereof on the basis of the amount of Registrable Securities owned requested by each such holderHolder to be included in such offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of shares of such Registrable Securities owned by each such holder, and (ii) second, other securities, if any, requested to be included in such registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Investor Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor OCM Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Investor Registrable Securities without the prior written consent of the holders holder(s) of a majority of the Investor Registrable Securities to be included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders holder(s) of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Investor Registrable Securities, the maximum number of Investor Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder.

Priority on Demand Registrations. (i) The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders unless holder(s) of a majority of the Investor Registrable Securities included in initiating such registration. Demand Registration pursuant to Section 2(a) otherwise consent. (ii) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders holder(s) of a majority of the Investor Registrable Securities initiating such Demand Registration pursuant to be included in such registrationSection 2(a) and without adversely affecting the marketability of the offering, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable SecuritiesDemand Registration (A) first, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offeringDemand Registration, pro rata from among the respective holders thereof on of such Registrable Securities according to the basis of the amount number of Registrable Securities owned requested by each them to be so included, and (B) second, any other securities of the Company requested to be included in such holderregistration, in such manner as the Company may determine.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holderholder and its Affiliates.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Investor Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor TPG Group Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. (i) The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders unless holder(s) of a majority of the Investor Bain Funds Registrable Securities included in such registration. otherwise consent. (ii) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders holder(s) of a majority of the Investor Bain Funds Registrable Securities to be included in such registrationand without adversely affecting the marketability of the offering, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesregistration (A) first, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offeringregistration, pro rata from among the respective holders thereof on of such Registrable Securities according to the basis of the amount number of Registrable Securities owned requested by each them to be so included, and (B) second, any other securities of the Company requested to be included in such holderregistration, in such manner as the Company may determine.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without unless the prior written consent holder(s) of the holders of at least a majority of the Investor BRS Registrable Securities included in such registrationDemand Registration otherwise consent. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable specified in the Demand Request pursuant to Section 2(a) and without adversely affecting the holders of a majority marketability of the Investor Registrable Securities to be included in such registrationoffering, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable SecuritiesDemand Registration (A) first, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offeringDemand Registration, pro rata among the respective holders thereof Holders of such Registrable Securities based on the basis of the amount number of Registrable Securities owned requested by each such holderHolder to be so included, and (B) second, any other securities of the Company requested to be included in such registration, in such manner as the Company may determine.

Priority on Demand Registrations. The Company Corporation shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company Corporation shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) FIRST, the Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) SECOND, other securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, the Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of Registrable Securities shares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is requested registration pursuant to Section 1(a) involves an underwritten public offering and the managing underwriters advise the Company or lead underwriter advises Fortune in writing thatwriting, with a copy to each Holder requesting registration, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering registration (including securities to be sold by Fortune or by other persons who are not Holders of Registrable Securities) exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of a majority (by number of shares) of the Investor Registrable Securities that are requested to be included in such registrationregistration without adversely affecting the marketability of the offering, then the Company Fortune shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holderrequested to be included.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, the Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) second, other securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of at least a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders initiating such registration, the Company will include in such registration only the number of a majority securities which can be sold in the following order of priorities: (1) first, the Investor Registrable Securities that the holders of Registrable Securities and their respective affiliates have requested to be included in such registration, then the Company shall include in such registration, prior registration (pro rata according to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested proposed to be included that, in the opinion of registration by such underwritersholders) and (2) second, can be sold in an orderly manner within the price range of such offering, securities held by all other parties (pro rata among according to the respective holders thereof on securities proposed to be included in the basis of the amount of Registrable Securities owned registration by each such holderother parties).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holderrequested to be included therein.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of Registrable Securities shares of New Common Stock owned by each such holder, and (ii) second, other securities requested to be included in such registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without unless the prior written consent holder(s) of the holders of at least a majority of the Investor Registrable Securities included in such registrationDemand Registration otherwise consent. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable specified in the Demand Request pursuant to Section 2(a) and without adversely affecting the holders of a majority marketability of the Investor Registrable Securities to be included in such registrationoffering, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable SecuritiesDemand Registration (A) first, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offeringDemand Registration, pro rata among the respective holders thereof Holders of such Registrable Securities based on the basis of the amount number of Registrable Securities owned requested by each such holderHolder to be so included, and (B) second, any other securities of the Company requested to be included in such registration, in such manner as the Company may determine.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Parent Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Parent Registrable Securities to be included in such registration, then the Company shall include in such registrationregistration (i) first, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, which securities can in the opinion of such underwriters, can underwriters be sold in an orderly manner within the price range of such offering, pro rata among the respective such holders thereof on the basis of the amount number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.

Priority on Demand Registrations. The Company shall Corporation will not include in any Demand Registration any securities that which are not Purchaser Registrable Securities Shares (except for Other Registrable Shares) without the prior written consent of the holders of a majority of the Investor Purchaser Registrable Securities included in such registrationShares. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, that in their opinion, opinion the number of Purchaser Registrable Securities Shares and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Purchaser Registrable Securities Shares and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Purchaser Registrable Securities Shares initially requesting registration, the Corporation will include in such registration (i) first, the Purchaser Registrable Shares and Other Registrable Shares requested to be included in such registrationregistration by the holders thereof, then pro rata among such holders on the Company shall include in such registration, prior to the inclusion basis of any securities that are not Registrable Securities, the number of shares of Purchaser Registrable Securities Shares and Other Registrable Shares requested to be included thatin such registration by the holders thereof, and (ii) second, the other securities requested to be included in such registration which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority at least 662/3% of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company Corporation shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration▇▇▇▇ Investor. If a Demand Registration or a Shelf Offering (as defined below) is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration▇▇▇▇ Investor, then the Company Corporation shall include in such registrationregistration or offering, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in -------------------------------- any Demand Registration any securities that which are not Investor Registrable Securities without the prior written consent of the holders of a majority at least 50% of the Investor Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Investor Registrable Securities, the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder.

Priority on Demand Registrations. The (i) If the Demand Registration (A) occurs within the Exclusivity Period or (B) is the last Long-Form Registration available to the New Partners, the Company shall not include in any Demand Registration such registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If New Partner Securities, or (ii) if clause (i) above does not apply and a Demand Registration is an underwritten offering and the managing underwriters advise underwriter advises the Company that in writing that, in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in New Partner Majority Holders initially requesting such registration, then the Company shall include in such registration, registration prior to the inclusion of or any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent Consent of the holders of a majority of the Investor Registrable Securities requested to be included in such registrationDemand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold therein in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be included therein by each such holder.. Any Persons other than holders of

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of Registrable Securities shares of Common Stock owned by each such holder, and (ii) second, other securities requested to be included in such registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority at least 66% of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof of such Registrable Securities on the basis of the amount number of shares of such Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Investor Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Investor Registrable Securities, Securities the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registrationregistration therein, then without adversely affecting the marketability of the offering, the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.such

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Oaktree Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Oaktree Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor WS Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities issued after the date hereof that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration, such consent not to be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registrationrequesting holder, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities and other securities requested to be included thatin such registration, in pro rata, among the opinion holders of such underwritersRegistrable Securities and the holders of the other securities, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities shares owned by each such holder.