Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any without having an adverse affect on such registration would adversely affect offering, including the price per share of the Company's equity securities to at which such Registrable Shares can be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the holders of other securities requested to be registered (the "Existing Holders") pursuant to that certain Registration Agreement, dated as of July 24, 2000, among the Company and the Investors named therein and the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that without having an adverse affect on such offering, including the number of shares of price at which such Registrable Common Stock proposed to Shares can be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated (i) first, to the shares of Registrable Common Stock Shares requested to be included therein by the Shareholders, pro rata between the Shareholders on the basis of the number of shares requested to be registered by the Initiating Holders Shareholders, and then (ii) second, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among the other such Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount number of such Registrable Common Stock initially proposed shares requested to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Securities without the prior written consent of the Initiating Holders, or, if holders of at least 50% of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering, without the written consent of offering and the managing underwriters. If the managing underwriters of the requested Demand Registration advise underwriter advises the Company in writing that in their its opinion the number of shares of Registrable Common Stock proposed Securities and, if permitted hereunder, other securities requested to be included in any such registration offering exceeds the number of securities Registrable Securities and other securities, if any, which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares of Registrable Common Stock Securities requested to be included which in the opinion of such managing underwriters can be sold. If sold without adversely affecting the number marketability of shares which the offering, first pro rata among the respective holders of the Investor Registrable Securities and then to the extent that any Other Registrable Securities can still be sold is less than included, pro rata among the number respective holders thereof on the basis of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated firstSecurities owned by each such holder, and then to the shares of extent that any securities which are not Registrable Common Stock requested to Securities can still be registered by the Initiating Holders and then included, pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration respective holders thereof on the basis of the amount of such Registrable Common Stock initially proposed to be registered securities owned by each such holder. Any Persons other Holders. If the number of shares which can be sold exceeds the number of shares than holders of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to Securities who participate in such registration based on Demand Registrations which are not at the amount Company's expense must pay their share of such securities initially requested to be registered by such holders or the Registration Expenses as such holders may otherwise agreeprovided in paragraph 5 hereof.

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include If in any Demand Registration any securities which are not Registrable Common Stock without the written consent managing underwriter or underwriters thereof (or in the case of the Initiating Holders, or, if such a Demand Registration is not being underwritten, the Demanding Holder after consultation with an underwritten offeringinvestment banker of nationally recognized standing), without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in its or their reasonable opinion the number of shares of Registrable Common Stock securities proposed to be included sold in any such registration Demand Registration exceeds the number of securities which that can be sold in such offering and/or that without having a material adverse effect on the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share success of the Company's equity securities to be sold in such offeringoffering (including, without limitation, an impact on the selling price), the Company shall will include in such registration only the number of shares of Registrable Common Stock which securities that, in the reasonable opinion of such managing underwriter or underwriters can be sold. If (or the number of shares which Demanding Holder, as the case may be) can be sold is less than without having a material adverse effect on the number success of shares of Registrable Common Stock proposed to be registeredthe offering, as follows: first, the amount of Registrable Common Stock to be so sold shall be allocated firstsecurities which the Equityholders, to including the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then Demanding Holder(s) (pro rata among the other Holders of Registrable Common Stock desiring to participate in all such registration Equityholders on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares relative percentage of Registrable Common Stock proposed Interests owned by all Equityholders who have requested that securities owned by them be so included), propose to be soldsell, such excess shall be allocated pro rata among and second, the other securities of any additional holders of securities, if any, desiring the Company's securities eligible to participate in such registration based offering, pro rata among all such Persons on the amount basis of the relative percentage of such securities initially requested held by each of them. In the event that the managing underwriter or Demanding Holder determines that additional Registrable Interests may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include Comparable Securities to be registered issued and sold by such holders the Company or as such holders may otherwise agreecomparable securities held by Persons other than the Parties.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that without having an adverse affect on such offering, including the number of shares of price at which such Registrable Common Stock proposed to Shares can be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), The Holder making the Company shall not include in any Demand Registration any securities which are not may elect whether the offering of such Registrable Common Stock without the written consent of the Initiating Holders, or, if Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering or otherwise; provided, however, that such Holder may not elect that such offering be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. In any case in which an offering is an in the form of a firm commitment underwritten offering, without the written consent of if the managing underwriters. If the managing underwriter or underwriters of the requested Demand Registration such offering advise the Company in writing that in its or their opinion the number of shares of Registrable Common Stock Securities proposed to be included sold in any such registration offering exceeds the number of securities which Registrable Securities that can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of market for the Company's equity securities to be sold in such offeringcommon stock, the Company shall will include in such registration only the number of shares of Registrable Common Stock which Securities that in the opinion of such managing underwriter or underwriters can be soldsold without adversely affecting the market for the Company's common stock. If In such event, the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed Securities, if any, to be registered, offered for the amount accounts of Registrable Common Stock to be so sold Holders (including the Holder making the Demand Registration) shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then reduced pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount relative number of any Registrable Securities requested by each such Registrable Common Stock initially proposed Holder to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate included in such registration based on to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. In the event the Holder making the Demand shall receive notice pursuant to this Section 2.3 that the amount of such securities initially requested Registrable Securities to be registered offered for the account of such Holder shall be reduced, such Holder shall be entitled to withdraw the Demand by written notice to the Company within seven (7) days after receipt of such holders or as notice, with the effect that such holders may otherwise agreeDemand shall be deemed not to have been made.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which that are not Registrable Common Stock Securities without the prior written consent of the Initiating Holders, or, if holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in any such registration offering exceeds the number of securities Registrable Securities and other securities, if any, which can be sold in such offering and/or that therein without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares Registrable Securities requested to be included (whether upon exercise of Registrable Common Stock which a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such managing underwriters can be sold. If sold without adversely affecting the number marketability of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registeredoffering, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration respective holders thereof on the basis of the amount aggregate number of Registrable Securities held by each such Registrable Common Stock initially proposed to be registered by such other Holdersholder. If The Company may limit the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata Securities that each Investor may include among the other holders securities covered by such registration to the same percentage of securities, if any, desiring to participate the Registrable Securities held by such Investor as the Registrable Securities included in such registration based on by the amount Demanding Shareholder represent of such securities initially requested to be registered the Registrable Securities held by such holders or as such holders may otherwise agreethe Demanding Shareholder.

Priority on Demand Registrations. Except as provided in Section 3(g)If, the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such Demand Registration is involving an underwritten offering, without the written consent of Underwritten Offering the managing underwriters. If underwriter or underwriters thereof advise the managing underwriters of the requested Demand Registration advise Demanding Holders or the Company in writing that in its or their reasonable opinion the number of shares of Registrable Common Stock Securities proposed to be included sold in any such registration Demand Registration exceeds the number of securities which that can be sold in such offering and/or that or will adversely affect the success of such offering (including, without limitation, an impact on the selling price or the number of shares of Registrable Common Stock proposed to be included in Securities that any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringparticipant may sell), the Company shall include in such registration only the number of shares of Registrable Common Stock Securities, if any, which in the opinion of such managing underwriter or underwriters can be sold. If sold without having an adverse effect on the success of the offering and in accordance with the following priority: (i) first, Registrable Securities held by Demanding Holders, allocated pro rata among such group (based upon the number of shares which can Registrable Securities requested to be sold is less than included in such Demand Registration) and (ii) second, pro rata (based upon the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock Securities requested to be registered included in such registration by the Initiating Holders and then pro rata such Holders) among the other Holders of Registrable Common Stock desiring Securities who have requested to participate include Registrable Securities in such registration on registration. If all Registrable Securities requested to be sold in the basis Underwritten Offering are included therein, the Company may include other shares of Stock in such offering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among any other stockholders of the amount of such Registrable Common Stock initially proposed to be registered by such Company having piggyback or other Holders. If the number of shares which can be sold exceeds the number of similar registration rights and (y) second, shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among sold by or for the other holders account of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeCompany.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Securities without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Securities to be included in such registration, orand, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters, such consents not to be unreasonably withheld. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Securities which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Securities proposed to be registered, the amount of Registrable Common Stock Securities to be so sold shall be allocated first, to the shares of Registrable Common Stock Securities requested to be registered by the Initiating Holders Holder and then pro rata among the other Holders of Registrable Common Stock Securities desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Securities initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall will not include in any Demand Registration any securities which are not Registrable Common Stock Securities without the prior written consent of the Initiating Holders, or, if holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that that, in their opinion opinion, the number of shares of Registrable Common Stock proposed Securities and, if permitted hereunder, other securities requested to be included in any such registration offering, exceeds the number of securities Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such offering and/or that registration (i) first, the number of shares of Registrable Common Stock proposed Securities requested to be included in any such registration would adversely affect the price per share of the Company's equity securities (whether pursuant to this Section 1 or pursuant to Section 2; provided, however, that if any ▇▇▇▇▇▇▇▇ Registrable Securities are requested to be sold in such offering, the Company shall include included in such registration only the number pursuant to Section 2 at a time when no Demand Registration in respect of shares such ▇▇▇▇▇▇▇▇ Registrable Securities could be initiated as a result of Section 1(a)(i) or (ii), then such ▇▇▇▇▇▇▇▇ Registrable Common Stock Securities shall be deemed for purposes of such registration to be subject to clause (ii) of this Section 1(e) rather than included within this clause (i)) which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registeredwithout adverse effect, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration respective holders thereof on the basis of the amount number of Registrable Securities owned by each such Registrable Common Stock initially proposed holder and (ii) second, other securities requested to be registered by included in such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be soldDemand Registration, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered on the basis of the number of such securities owned by each such holders or as such holders may otherwise agreeholder.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which that are not Registrable Common Stock Securities without the prior written consent of the Initiating Holders, or, if holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in any such registration offering exceeds the number of securities Registrable Securities and other securities, if any, which can be sold in such offering and/or that therein without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share marketability of the Company's equity securities to be sold in such offering, the Company shall include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares Registrable Securities requested to be included (whether upon exercise of Registrable Common Stock which a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such managing underwriters can be sold. If sold without adversely affecting the number marketability of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registeredoffering, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration respective holders thereof on the basis of the amount aggregate number of Registrable Securities held by each such Registrable Common Stock initially proposed to be registered by such other Holdersholder. If The Company may limit the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata Securities that each Investor may include among the other holders securities covered by such registration to the same percentage of securities, if any, desiring to participate the Registrable Securities held by such Investor as the Registrable Securities included in such registration based on by the amount Demanding Shareholders represent of such securities initially requested to be registered the Registrable Securities held by such holders or as such holders may otherwise agreethe Demanding Shareholders.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that without having an adverse affect on such offering, including the number of shares of price at which such Registrable Common Stock proposed to Shares can be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares Common Shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares Common Shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any without having an adverse affect on such registration would adversely affect offering, including the price per share of the Company's equity securities to at which such Registrable Shares can be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated (i) first, the Registrable Shares requested to be included therein by the Shareholder, (ii) second, the Registrable Shares requested to be included therein by the Initiating Holders, if any, pro rata among such Initiating Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by such Initiating Holders; and (iii) third, the Initiating Holders and then Registrable Shares requested to be included therein by the other Holders, if any, pro rata among the other such Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount number of such Registrable Common Stock initially proposed shares requested to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent Holders of a majority of the managing underwritersshares of Registrable Common Stock to be included in such registration. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders pro rata on the basis of the number of shares initially proposed to be registered by such Initiating Holders, and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g4.4(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating Holdersholders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offeringUnderwritten Offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock Shares requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Stockholders desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holdersholders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any without having an adverse affect on such registration would adversely affect offering, including the price per share of the Company's equity securities to at which such Registrable Shares can be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the reasonable opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which Shares which, in the opinion of such managing underwriters underwriters, can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided If the holders of a majority of the number of shares or amount of Registrable Securities to be registered in Section 3(g)a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. Subject to the immediately succeeding sentence, the Company shall not include have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any Demand Registration any securities which are not registration of Registrable Common Stock without the written consent of the Initiating Holders, orSecurities requested by a Holder pursuant to Section 2(a). In connection with such registration, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriter or underwriters of the requested Demand Registration such offering advise the Company and the holders in writing that in their good faith opinion the number of shares aggregate amount of Registrable Common Stock proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that (together with additional securities being offered by the number Company or for the account of shares of Registrable Common Stock proposed any other person other than the Purchasers) is sufficiently large to be included in any such registration would materially and adversely affect the price per share offering and sale of such Registrable Securities, the Company's equity Company will reduce the amount of securities to be sold in such offeringoffered by it or for the account of any other person other than the Purchasers to the extent recommended by the managing underwriter (or if so recommended, withdraw from the Company shall offering entirely) and will include in such registration only the number of shares aggregate amount of Registrable Common Stock Securities which in the opinion of such managing underwriter or underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed without any such material adverse effect, and such securities to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess included shall be allocated pro rata among the other holders of securities, if any, desiring Registrable Securities on the basis of the number or amount of Registrable Securities requested to participate be included in such registration based on by the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreethereof.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided The Company may include Common Stock other than Registrable Securities in Section 3(g), the Company shall not include in any a Demand Registration for any securities which are not Registrable Common Stock without accounts on the written consent of the Initiating Holders, orterms provided below and, if such Demand Registration is an underwritten offering, without only with the written consent of the managing underwritersunderwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Voting Trust Holders that elected to participate in writing the Demand Request that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration the Demand Registration exceeds the number of securities which shares of Common Stock that can be sold in such underwritten offering and/or that without materially delaying or jeopardizing the number success of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the offering (including the price per share of the Company's equity securities Common Stock proposed to be sold in such underwritten offering), the Company shall include in such registration only Demand Registration (i) first, the number of shares of Registrable Securities which the Voting Trust Holders have elected to include in the Demand Request, and (ii) second, the number of shares of Common Stock which proposed to be included therein by any other Persons (including Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the opinion of such managing underwriters can be soldCompany may determine. If the number of shares which of Common Stock that can be sold is less than or equal to the number of shares of Registrable Common Stock proposed to be registeredregistered pursuant to clause (i) above by the Voting Trust Holders, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate Voting Trust Holders participating in such registration based the Demand Request on the amount basis of the number of shares of Common Stock that each such securities initially requested Voting Trust Holder elected to be registered by such holders include in the Demand Request or as such holders Voting Trust Holders and the Company may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Securities without the written consent of the Initiating HoldersHolders of a majority of the Registrable Securities to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any without having an adverse affect on such registration would adversely affect offering, including the price per share of the Company's equity securities to at which such Registrable Securities can be sold in such offeringsold, the Company shall include in such registration only the number of shares of Registrable Common Stock Securities which in the opinion of such managing underwriters can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Securities proposed to be registered, the amount of Registrable Common Stock Securities to be so sold shall be allocated (i) first, the Registrable Securities requested to be included therein by the Purchaser, and (ii) second, the Registrable Securities requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Subject to the provisions of this Section 3(g)2, the Company shall not include in any Demand Registration any securities which are not other than Registrable Common Stock without Securities without: (i) the written consent of the Initiating Holders, or, Holders representing at least a majority of the Registrable Securities to be included in such registration and (ii) if such Demand Registration is an underwritten offering, without the written consent of the managing underwritersunderwriter(s). If the managing underwriters of the underwriter(s) in any requested Demand Registration advise advise(s) the Company and the Initiating Holders of the Registrable Securities proposed to be registered in writing that in its or their opinion the number of shares of Registrable Common Stock Securities proposed to be included in any such registration exceeds the largest number of securities which that can be expected to be sold in such offering and/or that the number of shares of Registrable Common Stock Securities proposed to be included in any such registration would adversely affect have an adverse effect on the offering, including the price per share of at which the Company's ’s equity securities to can be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which Securities that in the opinion of such managing underwriters underwriter(s) can be soldsold without adversely affecting the offering; provided, however, that the number of Registrable Securities to be sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If the number of shares which Registrable Securities that can be sold is less than the number of shares of Registrable Common Stock Securities proposed to be registered, the amount number of Registrable Common Stock Securities to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring Securities that desire to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered Securities beneficially owned by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Securities without the written consent of the Initiating HoldersHolders of a majority of the Registrable Securities to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Securities proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any without having an adverse effect on such registration would offering (including adversely affect the price per share of the Company's ’s equity securities to be sold in such offering), the Company shall include in such registration only the number of shares of Registrable Common Stock which Securities that, in the opinion of such managing underwriters underwriters, can be soldsold without having the adverse effect referred to above. If the number of shares which that can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Securities proposed to be registered, the Company shall allocate the amount of Registrable Common Stock Securities to be so sold shall be allocated first, to among the shares Holders pro rata on the basis of Registrable Common Stock requested to be registered Securities offered for such registration by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring each Holder electing to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holdersregistration. If the number of shares which securities that can be sold exceeds the number of shares of Registrable Common Stock Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g)If the Shareholder so elects, the Company shall not include in any offering of Registrable Securities pursuant to the Demand Registration any securities which are not Registrable Common Stock without shall be in the written consent form of the Initiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent provided, however, that such offering shall be for a minimum of 200,000 shares of Registrable Securities, unless such number shall be reduced by the managing underwritersunderwriter or underwriters in accordance with this paragraph. If the managing underwriter or underwriters of the requested Demand Registration such offering advise the Company and the Shareholder in writing that in its or their opinion the number of shares of Registrable Common Stock proposed Securities requested to be included in any such registration exceeds offering would materially and adversely affect the success of such offering or the price of the Registrable Securities to be offered, the number of securities which can Registrable Securities to be sold registered shall be reduced by the managing underwriter or underwriters. If all of the Registrable Securities requested to be included by the Shareholder in such offering and/or the Demand Registration have been included, the Company shall be entitled to include that the number of shares of Registrable its unissued Common Stock proposed or other securities as are consented to be included in any such registration would adversely affect by the price per share managing underwriter or underwriters, and security holders of the Company's equity securities to be sold in such offering, Company other than the Company shall Shareholder exercising "piggy-back" registration rights may include in such registration only the that number of shares of Registrable Common Stock which securities as are consented to by the managing underwriter or underwriters, provided that, in the opinion of the managing underwriter or underwriters, the inclusion by the Company of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed or other securities and the inclusion of such other securities by the security holders exercising "piggy-back" registration rights would not materially and adversely affect the success of the offering of the Registrable Securities or the price of the Registrable Securities to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeoffered.

Priority on Demand Registrations. Except as provided in Section 3(g), the The Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the prior written consent of the Initiating Holdersall Holders of Registrable Common Shares to be included in such registration (other than NewCo2), orand, if such Demand Registration is an underwritten offering, without the prior written consent of the managing underwritersunderwriter(s). If the managing underwriters underwriter(s) of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities Common Shares which can be sold in such offering and/or that without having an adverse affect on the number price of shares of the Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities Shares to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters underwriter(s) can be soldsold without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, among all Holders in proportion to the shares respective amounts of Registrable Common Stock Shares which they have requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring with respect to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeDemand Registration.

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which that, in the opinion of such managing underwriters underwriters, can be sold. If the number of shares which that can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company will allocate the amount of Registrable Common Stock to be so sold shall be allocated firstamong the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration; provided that, to the such shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by included in Demand Registrations that are subsequently excluded from such other HoldersDemand Registrations pursuant to this Section 2(b) of this Agreement shall not be counted towards such limitations. If the number of shares which that can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securitiesCommon Stock, if any, desiring to participate in such registration based on the amount of such securities Common Stock initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed Shares and, if permitted hereunder, other securities requested to be included in any such registration offering (including an Underwritten Shelf Offering) exceeds the number of securities Registrable Shares and other securities, if any, which can be sold in an orderly manner in such offering and/or that within a price range acceptable to holder(s) of a majority of the number of shares of Registrable Common Stock proposed Shares initiating such Demand Registration pursuant to be included in any such registration would Section 3(a) and without adversely affect affecting the price per share marketability of the Company's equity securities to be sold in such offering, then the Company shall include in such registration only Demand Registration (i) first, the number of shares Registrable Shares requested to be included in such Demand Registration (by holders initiating such Demand Registration as well as other holders who are permitted under this Agreement to request the inclusion of Registrable Common Stock which Shares in such Demand Registration), pro rata among the opinion holders of such managing underwriters can be sold. If Registrable Shares according to the number of shares which can be sold is less Registrable Shares held by each such holder relative to the total number of Registrable Shares held by all such holders of Registrable Shares requesting to include Registrable Shares in such Demand Registration as of the date the Company provided written notice of such Demand Registration to the holders of Registrable Shares (while subject to each such holder of Registrable Shares including in such Demand Registration no more than the number of shares of Registrable Common Stock proposed Shares requested by such holder to be registeredincluded in such Demand Registration) and, the amount of if all Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock Shares requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate included in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such Demand Registration have been included, (ii) second, any other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially Class A Shares requested to be registered by included in such holders or registration, in such manner as such holders the Company may otherwise agreedetermine.

Priority on Demand Registrations. Except as provided in Section 3(g-------------------------------- 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Regis- trable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeholders.

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the a requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which that, in the opinion of such managing underwriters underwriters, can be sold. If the number of shares which can that the managing underwriters believe may be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Common Stock to be so sold shall be allocated first, to among the shares Holders pro rata on the basis of Registrable Common Stock requested to be registered offered for such registration by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring each Holder electing to participate in such registration on the basis but only after giving first priority to any shares of the amount of such Registrable Common Stock initially proposed that the Company may desire to be registered by such other Holderssell in the offering. If the number of shares which can that the managing underwriters believe may be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securitiesCommon Stock, if any, desiring to participate in such registration based on the amount of such securities Common Stock initially requested to be registered by such holders or as such holders may otherwise agreeagree but only after giving first priority to any shares of Common Stock that the Company may desire to sell in the offering.

Priority on Demand Registrations. Except as provided in Section 3(g-------------------------------- 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeholders.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock Shares without the written consent of the Initiating HoldersHolders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Stock Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that the number of shares of Registrable Common Stock Shares proposed to be included in any such registration would adversely affect the price per share of the Company's ’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock Shares which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock Shares proposed to be registered, the amount of Registrable Common Stock Shares to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Stock Shares initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. Except as provided in Section 3(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Stock without the written consent of the Initiating Holders, or, if such If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of shares of Registrable Common Stock proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering and/or that without adversely affecting the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect offering or the price per share of the Company's equity securities to be sold in such offeringoffering price, the Company shall will include in such registration only the number of shares of Registrable Common Stock Securities which in the opinion of such managing underwriters can be sold. If sold without adversely affecting the number of shares which can be sold is less than proposed offering or the number of shares of Registrable Common Stock proposed to be registeredoffering price, the amount of Registrable Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall securities will be allocated pro rata among the other holders of securities, if any, desiring Registrable Securities on the basis of the number of the Registrable Securities requested to participate be included in such registration based on the amount of such by their respective holders. If securities initially requested (other than Registrable Securities) are proposed to be registered included by the Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of Section 3(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that fewer than all of said other securities can be sold, in addition to all of the Registrable Securities being registered, without adversely affecting the proposed offering or the offering price in such holders or underwritten offering, those other securities which are permitted to be included will be allocated among the Company and the other securityholders in such proportions as such holders securityholders and the Company may otherwise agree.