Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Purchasers that requested their Registrable Securities to be included in the Piggyback Registration for such offering to include therein all Registrable Securities requested to be so included in the Piggyback Registration on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an opinion to the Company and Purchasers to the effect that the total amount of securities which Purchasers, the Company and any other Persons having rights to participate in that registration propose to include in the Underwritten Offering exceeds the number of securities that can be sold in such offering without materially and adversely affecting such offering, then: (i) if the registration is a primary registration on behalf of the Company, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration).

Priority on Piggyback Registrations. The Company will shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering to permit the Purchasers that requested their holders of Registrable Securities requested to be included in the Piggyback Registration registration for such offering to include therein all such Registrable Securities requested to be so included in the Piggyback Registration on the same terms and conditions as any similar securitiesother shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the such underwritten offering deliver an opinion to have informed the Company and Purchasers to the effect in writing that it is their good faith opinion that the total number or dollar amount of securities which Purchasersthat such holders, the Company and any other Persons having rights to participate in that registration propose such registration, intend to include in such offering is such as to adversely affect the Underwritten Offering exceeds success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of securities Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold in such offering without materially and adversely affecting such offering, thenand such number of Registrable Securities shall be allocated as follows: (i) if the registration is a primary registration on behalf of the Companyfirst, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested Common Stock proposed to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration)Company; and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to among the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares other holders of Registrable Securities requested to be sold for on the account basis of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number percentage of such the Registrable Securities requested owned directly or indirectly by each such Shareholder or other Person pro rata relative to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities owned directly or indirectly by all such Persons. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the shareholders or Affiliates of such holder, or the estates and family members of any such holder, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such trusts or Affiliates, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such registration shall be allocated pro rata among all Purchasers requesting inclusion selling holder, as defined in such offering on this sentence. No securities excluded from the basis underwriting by reason of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons underwriter’s marketing limitation shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration).

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Purchasers that requested their participating Purchasers, if holding Registrable Securities requested to be included in the Piggyback Registration registration for such offering offering, to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the “Piggyback Registration Shares”) on the same terms and conditions as any similar securities, if any, securities of the Company included thereintherein (other than the indemnification by participating Purchasers, which will be limited as set forth in Section 7.8(b) hereof and provided, that such Purchasers give customary representations and warranties). The Company shall cooperate with the Purchasers in order to limit any representations and warranties to, or agreements with, the Company or the underwriters to be made by the Purchasers only to those representations, warranties or agreements regarding the participating Purchasers, their Registrable Securities and their intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an opinion to the Company and such Underwritten Offering advises Purchasers in writing to the effect that the total amount of securities which that Purchasers, the Company and any other Persons having rights to participate in that registration Person propose to include in the such Underwritten Offering exceeds the number of securities that can be sold in is such offering without as to materially and adversely affecting affect the success of such offering, thenthen the Company will include in such registration: (i) if in the case of a registration is in connection with a primary registration on behalf sale of securities for the Company’s own account, the Company will include therein (xA) first, up to 100% of the full amount of securities that the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offeringfor its own account, (yB) second, to the extent that the number of securities to be offered by the Company in clause (A) above is less than the number of securities which the Company has been advised can be sold in such offering without materially and adversely affecting such offeringhaving the adverse effect referred to above, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds Piggyback Shares of the number of securities which can be sold in such offering without materially and adversely affecting such offeringPurchasers, then the number of Registrable Securities to be included in such registration shall be allocated determined pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested Shares owned by each such Purchaser)the Purchasers, and (zC) third, to the extent that the number of securities to be offered by the Company in clauses (A) and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a(B) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights above is less than the number of securities which the Company has been advised can be sold in such offering without materially and adversely affecting having the adverse effect referred to above, the number of Piggyback Shares requested to be included in such offeringoffering by any other Persons pursuant to similar registration rights, such determined pro rata on the basis of the number of shares of Registrable Securities requested to be the class being sold for owned by such other Persons requesting registration, collectively; and (ii) in the case of a registration in connection with a sale of securities on account of Purchasers any Person other than the Company (the “Initiating Party”), (A) first, 100% of the securities, if any, that the Initiating Party proposes to sell, (B) second, to the extent that the number of securities in clause (A) above is less than the number of securities which the Company has been advised can be sold in such offering without materially and adversely affecting such offering (provided that if having the adverse effect referred to above, the number of such Registrable Securities requested Piggyback Shares of the participating Purchasers, determined pro rata on the basis of the number of Shares then owned by those Purchasers wishing to be registered exceeds participate, (C) third, to the extent that the number of securities in clauses (A) and (B) above is less than the number of securities which the Company has been advised can be sold in such offering without materially and adversely affecting such offeringhaving the adverse effect referred to above, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities Piggyback Shares requested to be included in such offering by any other Persons pursuant to Section 4(asimilar registration rights, determined pro rata on the basis of the number of shares of the class being sold owned by such other Persons requesting registration, collectively, and (D) hereof arefourth, to the extent that the number of securities in the aggregate, clauses (A) through (C) above is less than the number of securities which the Company has been advised can be sold in such offering without materially and adversely affecting such offeringlaving the adverse effect referred to above, such number of the securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested sought to be included by the Company in such registration)the offering.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of the Company or others who have demanded such registration to permit the Purchasers that requested their holders of Registrable Securities requested to be included in the Piggyback Registration registration for such offering to include therein all such Registrable Securities requested to be so included in the Piggyback Registration on the same terms and conditions as any similar securities, if any, securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the such offering deliver an opinion to the Company and Purchasers holders of Registrable Securities to the effect that the total amount of securities which Purchasers, such holders and the Company and any other Persons having rights to participate in that or others who demanded such registration propose to include in the Underwritten Offering such offering exceeds the number of securities maximum amount that can be sold in such offering without materially and adversely affecting such offering, then: marketed (i) if at a price reasonably related to the registration is a primary registration on behalf current market price of the Company, the Company will include therein Common Stock or (xii) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number amount of securities to be included therein for the account of holders of Registrable Securities to be included in (allocated PRO RATA among such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering holders on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included therein by each such holder) and other holders of Common Stock holding "piggyback" registration rights that are PARI PASSU with those of the holders of Registrable Securities granted in such registration pursuant to compliance with Section 4(a1.3(c) hereof are, in the aggregate, less than the number of securities which can will be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person reduced (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on holders and to zero if necessary) to reduce the basis of the relative number total amount of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(athe amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also (i) hereof are, in the aggregate, less than the number of securities which can be sold in exclude entirely from such offering without materially and adversely affecting such offering, such number of securities all Registrable Securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration)offering to the extent the Registrable Securities are not of the same class as securities of the Company included in such offering or (ii) exclude entirely from such offering (notwithstanding the last sentence of Section 1.3(a) above) any Registrable Securities as to which powers of attorney and/or custody arrangements reasonably satisfactory to such managing underwriter or underwriters and the Company are not established in a time frame reasonably satisfactory to such parties.

Priority on Piggyback Registrations. The Company Xoom will cause the ----------------------------------- managing underwriter or underwriters of a proposed Underwritten Offering on behalf of Xoom to permit the Purchasers that requested their Registrable Securities to be included in the Piggyback Registration for such offering NBC to include therein all such Registrable Securities requested to be so included in the Piggyback Registration on the same terms and conditions as any similar securities, if any, securities of the Company Xoom included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an such Underwritten Offering delivers a written opinion to the Company and Purchasers NBC to the effect that (i) the total amount of securities which Purchasers, the Company that NBC and any other Persons having rights to participate in that registration Xoom propose to include in the such Underwritten Offering exceeds or (ii) the effect of the potential withdrawal of any Registrable Securities by NBC (except if NBC has theretofore waived its right to withdraw all or part of its Registrable Securities pursuant to Section 3(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of NBC will, if necessary, be reduced and there will be included in such underwritten offering the number of securities that can be sold in such offering without materially and adversely affecting such offering, then: (i) if the registration is a primary registration on behalf of the Company, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell Registrable Securities that, in the written opinion of the such managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting the success of such offeringUnderwritten Offering, (y) second, the securities of any holder or holders of securities initiating the registration shall receive priority in such Underwritten Offering to the full extent that of the number of securities such holder or holders desire to be offered by sell and the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offeringremaining allocation available for sale, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offeringany, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering NBC and any other holders on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number --- ---- amount of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities therein by each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the holder. The managing underwriter or Registration Rights Agreement underwriters, can be sold in applying the same standard, may also exclude entirely from such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of all Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested proposed to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than extent the number Registrable Securities are not of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such same class as securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be Xoom included in such registration)offering.

Priority on Piggyback Registrations. The Company will cause If any of the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Purchasers that requested their Registrable Securities to be included registered pursuant to the registration giving rise to the rights under this Section 4.07 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Registration for Request in connection with such offering to include therein in such offering all Registrable Securities requested to be so included in the each holder’s Piggyback Registration Request on the same terms and subject to the same conditions as any similar securities, if any, other shares of capital stock included in the Company included thereinoffering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of the such underwritten offering deliver an opinion to advise the Company and Purchasers any other Persons having rights to the effect participate in such registration in writing that it is their good faith opinion the total number or dollar amount of securities which Purchasersthat such holders, the Company and any other Persons having rights to participate in that registration propose such registration, intend to include in such offering is such as to adversely affect the Underwritten Offering exceeds price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold in such offering without materially and so adversely affecting such offering, thenand such number of Registrable Securities shall be allocated as follows: (i) if first, all securities proposed to be sold by the registration is a primary registration Company for its own account; (ii) second, all Shareholders participating in such registration, pro rata among such holders on behalf the basis of the Companypercentage of the securities requested to be included in such Registration Statement by such Shareholders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that any IFC Party may, prior to the Company will include therein earlier of the (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion effectiveness of the managing underwriter or underwriters, can be sold in such offering without materially Registration Statement and adversely affecting such offering, (y) second, time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s) following prior notice to the extent that IFC Parties and (z) in the number case of securities to be offered by any underwritten offering in which the Company is less than offering or selling securities, the number filing of securities which can be sold in any preliminary prospectus, following prior notice to the IFC Parties, that includes a price range with respect to such offering without materially and adversely affecting such underwritten offering, withdraw their request for such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to this Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration)4.07.

Priority on Piggyback Registrations. The If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company will shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering to permit the Purchasers that requested their holders of Registrable Securities to be included who have submitted a Piggyback Request in the Piggyback Registration for connection with such offering to include therein in such offering all Registrable Securities requested to be so included in the each holder’s Piggyback Registration Request on the same terms and conditions as any similar securitiesother shares of capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of the such underwritten offering deliver an opinion to advise the Company and Purchasers to the effect in writing that it is their good faith opinion the total number or dollar amount of securities which Purchasersthat such holders, the Company and any other Persons having rights to participate in that registration propose such registration, intend to include in such offering is such as to adversely affect the Underwritten Offering exceeds price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold in such offering without materially and so adversely affecting such offering, then: (i) if the registration is a primary registration on behalf of the Company, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in and such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities shall be allocated as follows: (i) first, (x) if the underwritten offering is requested by a third party pursuant to demand registration rights granted by the Company to such third party, all securities proposed to be sold by such third party or (y) if the underwritten offering is initiated by the Company without receipt of any such request from a third party, all securities proposed to be sold by the Company for its own account; (ii) second, if the underwritten offering is initiated by the Company at any time prior to the third anniversary of the Closing without receipt of any such request from a third party and the Stage 2 Transactions (as defined in the Stage 2 Letter Agreement) have been consummated prior thereto, all securities requested to be included in such Registration Statement by holders of registration shall be allocated pro rata among all Purchasers requesting inclusion rights that are entitled to participate in such offering on pursuant to the basis of the relative number of Registrable Securities requested by each such Purchaser), PAR Registration Rights Agreement and (ziii) third, to the extent that the number of securities to be offered by the Company and the number of all Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the aggregate, less than the number of 4 and all other securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of Registration Statement by other holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, that are entitled to participate in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated each case pro rata among all Purchasers requesting inclusion in such offering holders on the basis of the relative number shares of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered Company Common Stock held by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration)holders.

Priority on Piggyback Registrations. The Company will cause If any of the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Purchasers that requested their Registrable Securities to be included registered pursuant to the registration giving rise to the rights under this Section 4.07 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Registration for Request in connection with such offering to include therein in such offering all Registrable Securities requested to be so included in the each holder's Piggyback Registration Request on the same terms and subject to the same conditions as any similar securities, if any, other shares of capital stock included in the Company included thereinoffering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of the such underwritten offering deliver an opinion to advise the Company and Purchasers any other Persons having rights to the effect participate in such registration in writing that it is their good faith opinion the total number or dollar amount of securities which Purchasersthat such holders, the Company and any other Persons having rights to participate in that registration propose such registration, intend to include in such offering is such as to adversely affect the Underwritten Offering exceeds price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold in such offering without materially and so adversely affecting such offering, thenand such number of Registrable Securities shall be allocated as follows: (i) if first, all securities proposed to be sold by the registration is a primary registration Company for its own account; (ii) second, all Shareholders participating in such registration, pro rata among such holders on behalf the basis of the Companypercentage of the securities requested to be included in such Registration Statement by such Shareholders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that any IFC Party may, prior to the Company will include therein earlier of the (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion effectiveness of the managing underwriter or underwriters, can be sold in such offering without materially Registration Statement and adversely affecting such offering, (y) second, time at which the offering price and/or underwriter's discount are determined with the managing underwriter(s) following prior notice to the extent that IFC Parties and (z) in the number case of securities to be offered by any underwritten offering in which the Company is less than offering or selling securities, the number filing of securities which can be sold in any preliminary prospectus, following prior notice to the IFC Parties, that includes a price range with respect to such offering without materially and adversely affecting such underwritten offering, withdraw their request for such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to this Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration)4.07.

Priority on Piggyback Registrations. The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of the Company to permit the Purchasers that Holders requested their Registrable Securities to be included in the Piggyback Registration registration for such offering to include therein all such Registrable Securities requested to be so included in the Piggyback Registration on the same terms and conditions as any similar securitiessecurities of the Company included therein or, if anyat the Holders' option, of on the same terms and conditions as any Seller Securities included therein by a Seller pursuant to a "piggyback registration" right granted under a registration rights agreement between such Seller and the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the such offering deliver an opinion to the Company and Purchasers Holders to the effect that the total amount of securities which Purchasers, the Company such Holders and any other Persons having rights to participate in that registration all Sellers propose to include in the Underwritten Offering exceeds the number of securities that can be sold in such offering without (when added to the securities which the Company is selling) is such as to materially and adversely affecting such offering, then: (i) if affect the registration is a primary registration on behalf success of the Company, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number amount of Registrable Securities securities to be included in therein for the account of the Holders (allocated PRO RATA among such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering Holders on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company and Purchasers) which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested therein by each such Purchaser), and Holder) will be reduced (zto zero if necessary) third, to reduce the extent the number total amount of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof arethe amount recommended by such managing underwriter or underwriters; PROVIDED, that if any Seller Securities are also sought to be included in such offering, no reduction of Registrable Securities that the aggregate, less than the number of securities which can be sold Holders seek to include in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated made unless such Seller Securities and Registrable Securities are reduced PRO RATA. As between Seller Securities, on the one hand, and Registrable Securities, on the other hand, pro rata among all such Persons reductions shall be made on the basis of the relative number of securities each such Person has requested to be included in the relevant offering by the Sellers and the Holders, respectively. The managing underwriter or underwriters, applying the same standards set forth above, may also exclude entirely from such registration)offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of the Company included in such offering.