Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number distribution of the Registrable Securities requested to be included in such registration exceeds concurrently with the number that can be sold in such offering without securities being registered on behalf of the Company would materially adversely affecting affect the distribution of such securities by the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities and securities of the Company with respect to which similar registration rights have heretofore been granted and requested to be included in such registration, apportioned pro rata among in accordance with the Holders amounts of Registrable Securities and such securities requested to be so included by the respective Holders and holders of such securities of the Company; and (Ciii) third, securities of the holders of any other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by within a price range reasonably acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, to the extent of availability and, (Bii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities respective holders thereof on the basis of the holders number of other securities requesting registrationowned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes proposed to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registrationregistration and other securities requested in such registration pursuant to contractual obligations with the Company, apportioned pro rata among the Holders holders of such Registrable Securities and other securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company Issuer and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company Issuer in writing that in its/their opinion the number of Registrable Securities Warrant Shares requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the CompanyIssuer, the Company Issuer will include in such registration (A) first, the securities that the Company Issuer proposes to sell and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders of the Warrant Shares and holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the securities requested to be registered pursuant to tha certain Third Amended Registration Rights Agreement, and (iii) third, the Registrable Securities requested to be included in such registrationPiggyback Registration, apportioned pro rata rata, if necessary, among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (Civ) thirdfourth, securities of the holders of other securities requesting registrationrequested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities and Existing Registrable Securities requested to be included in such registrationPiggyback Registration, apportioned pro rata rata, if necessary, among the Holders holders of such Registrable Securities and Existing Registrable Securities on the basis of the number of Registrable Securities and Existing Registrable Securities owned by each such holder and (Ciii) third, securities of the holders of other securities requesting registrationrequested to be included in such Piggyback Registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of Registrable the Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, the Company will shall include in such registration registration: (Ai) first, the securities that the Company proposes to sell and sell; (Bii) second, among the Registrable Securities Securities, if any, requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder); and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder and (Ciii) third, any other securities requested to be included in such registration pro rata among the holders thereof on the basis of the holders number of other such securities requesting registrationowned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company Issuer and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company Issuer in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the CompanyIssuer, the Company Issuer will include in such registration (A) first, the securities that the Company Issuer proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned registration pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affecting affect the distribution price per share of such securities by the Company's equity securities to be sold in such offering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities other securities requested to be included in such registration, apportioned registration pro rata among the holders of such securities, including, without limitation, Holders of Registrable Securities Common Stock and (C) thirdthe Existing Holders, securities on the basis of the number of shares requested to be registered by such holders of other securities requesting registrationor as such holders may otherwise agree.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by that the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration is or includes an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their its reasonable opinion the number of Registrable Securities requested to be included in such registration pursuant to Section 2.1 of this Agreement exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of such Registrable Securities and (C) third, securities on the basis of the holders number of other securities requesting shares owned by each such Holder and requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each applicable Stockholder requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and solely for its own account, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders applicable holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes proposed to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten is a primary registration on behalf of the Company and the underwriter(s) for Company determines that, or in the offering being registered by case of an underwritten registration, the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion opinion, the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by an orderly manner within a price range acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities Shares requested to be included in such Registration and any other securities requested to be included in such registration, apportioned pro rata among the Holders holders of Registrable Securities Shares requesting such registration and (C) third, securities of the holders of such other securities requesting registrationon the basis of the number of Shares requested for inclusion in such registration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of for the Company Company, and the underwriter(s) for the such offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, provided, however, the Company will use its best efforts to include not less than 20% of the Registrable Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is --------------------------------- an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by within a price range reasonably acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, all other securities (including the Registrable Securities Securities) requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities respective holders thereof on the basis of the holders number of other securities requesting registrationowned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their reasonable opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder at such time, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Issuer, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Issuer in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by the Companyoffering, the Company Issuer will include in such registration (Aregardless of whether any holder initially requested such registration) (i) first, the securities that the Company Issuer proposes to sell and (Bii) second, the Registrable Securities and all Other Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders thereof on the basis of the holders number of other securities requesting registrationshares owned by such holders.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration offering on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration offering exceeds the largest number that of securities which can be sold in such offering therein without materially adversely affecting the distribution marketability of such securities by the offering and within a price range reasonably acceptable to the Company, the Company will shall include in such registration (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration under the Securities Act on behalf of the Company Company, and the underwriter(s) for the offering being registered by managing underwriters or the Company shall determine in good faith and advise the Company in writing determines that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by within a price range reasonably acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, all other securities (including the Registrable Securities and securities held by holders other than the shareholders a party hereto) requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities respective holders thereof on the basis of the holders number of other securities requesting registrationowned by each such holder subject to registration rights with the Company.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the any Investor Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company by or through one or more underwriters of recognized standing and the underwriter(s) for the offering being registered by the Company shall determine in good faith and lead underwriters advise the Company that, in writing that in its/their opinion good faith judgment, the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially and adversely affecting the distribution marketability of such securities by the Companyoffering, then the Company will include in the Registration Statement relating to such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities requested to be included in such registrationregistration by Stockholder and the securities requested to be included in such registration by Other Security Holders, apportioned reduced, in each case, on a pro rata among basis, based on the Holders amount of Registrable Securities and (C) third, owned by Stockholder or the securities of the holders of other securities requesting registrationowned by each such Other Security Holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration exceeds by the Holders, if necessary pro rata among the Holders on the basis of the number that can be sold in such offering without materially adversely affecting the distribution of such securities Registrable Securities requested to be included therein by the Companysuch Holder, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (Biii) secondthird, the Registrable Securities other securities, if any, requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, then the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities and the Existing Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and such Existing Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of for the Company Company, and the underwriter(s) for the such offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and sell, (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration, (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders thereof on the basis of the holders number of other securities requesting shares that each holder has requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration by the Parent, and (iii) third, other securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders thereof on the basis of the holders number of other securities requesting registrationoutstanding shares owned by each such holder (determined, if appropriate, on an as if converted basis).

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (Ciii) third, other securities of requested to be included in such registration pro-rata among the holders of other securities requesting registrationsuch securities.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Issuer and the managing underwriter(s) for advises the offering being registered by the Company shall determine in good faith and advise the Company Issuer in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company Issuer will include in such registration registration: (Aa) first, the securities that the Company Issuer proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registrationregistration by the Holders, apportioned pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration under the Securities Act on behalf of the Company Company, and the underwriter(s) for the offering being registered by managing underwriters or the Company shall determine in good faith and advise the Company in writing determines that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by within a price range reasonably acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, all other securities (including the Registrable Securities and securities held by holders other than the SSC Parties) requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities respective holders thereof on the basis of the holders number of other securities requesting registrationowned by each such holder subject to registration rights with the Company.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering therein without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, any securities Cargill proposes to sell pursuant to the Cargill Registration Rights Agreement, (c) third, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (Cd) thirdfourth, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, securities of the holders of other securities requesting registration, including the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registrationrata.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities and (if permitted by the holders of a majority of the ABRY Registrable Securities) other securities of the Company requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and (C) third, other securities of the holders Company on the basis of other securities requesting registrationthe number of shares requested to be included in such registration by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and (other than the underwriter(s) for the offering being registered by Initial Public Offering), the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the securities requested to be included therein by the holders of the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (Aa) first, the such number of securities that the Company proposes to sell and (B) second, such that 40% of the Registrable Securities requested to be included in such registration, apportioned pro rata among registration are included in the Holders of Registrable Securities registration and (Cb) thirdsecond, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and if the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, then the Company will promptly furnish the Holders of the Registrable Securities with a copy of such letter, and the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) thirdSecurities, with the securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Borrower, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Borrower in writing (with a copy to SDLP) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company Borrower will include in such registration (Ai) first, the securities that the Company Borrower proposes to sell and sell, (Bii) second, the Registrable Securities Conversion Shares requested to be included in such registration, apportioned and (iii) third, any other securities requested to be included in such registration pro rata among the Holders of Registrable Securities and (C) third, securities holders thereof on the basis of the holders number of other such securities requesting registrationowned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein and (Ciii) third, securities of the holders of any other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company the.- Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting within a price range reasonably acceptable to the distribution of such securities by the Companycompany, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, other securities apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration offering on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration offering exceeds the largest number that of securities which can be sold in such offering therein without materially adversely affecting the distribution marketability of such securities by the offering and within a price range reasonably acceptable to the Company, the Company will shall include in such registration (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata prorata among the Holders respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the amount of such securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each holder of Registrable Securities participating in such offering, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned and (iii) third, other securities of the Company possessing registration rights, pro rata among the Holders holders of Registrable Securities and (C) third, such other securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting within a price range acceptable to the distribution Company and the holders of a majority of Registrable Securities requested to be included in such securities by the Companyregistration, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes --------------------------------- is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party requesting registration of Investor Registerable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Investor Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Investor Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes --------------------------------- is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities requested to be included in such registration and the other securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and (C) third, other securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities Warrant Shares requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Warrantholders and (C) third, securities of the holders of any other securities Company securityholders requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Holdings, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Holdings in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company Holdings will include in such registration (Ai) first, the securities that the Company Holdings proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is in part an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the distribution marketability of such securities by the Companyoffering, then the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata from among the Holders holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included and (Ciii) third, securities of the holders of any other securities requesting requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Manager or a successor, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Manager in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will Manager shall exclude from such registrations such excess amount of Registrable Securities, and shall include in such registration (Ai) first, the securities that the Company Manager proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Piggy back Registration includes an underwritten primary registration on behalf of the Company Issuer and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company Issuer in writing that in its/their opinion the number of Registrable Securities Warrant Shares requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the CompanyIssuer, the Company Issuer will include in such registration (A) first, the securities that the Company Issuer proposes to sell and (B) second, the Registrable Securities Warrant Shares requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders of the Warrant Shares and holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriter or underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration, (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities requested to be included in such registrationregistration and all other Common Stock requested to be included in such registration (the "Other Common Stock"), apportioned to be included pro rata among on the Holders of Registrable Securities and (C) third, securities basis of the holders number of other shares of such securities requesting registrationfor which the Company has been given written requests for inclusion therein by each such holder thereof.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that that, in its/their opinion opinion, the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, then the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among registration by the Holders holders of the Registrable Securities and (C) thirdthe other securities requested to be included in such registration, securities pro rata, on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is --------------------------------- an underwritten primary registration on behalf of the Company Issuer, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company Issuer in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by the Companyoffering, the Company Issuer will include in such registration (Aregardless of whether any holder initially requested such registration) (i) first, the securities that the Company Issuer proposes to sell and (B) ii second, the Registrable Securities and all Other Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities holders thereof on the basis of the holders number of other securities requesting registrationshares owned by such holders.

Priority on Primary Registrations. If a Piggyback Registration includes is in part an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering within a price range acceptable to the Company and without materially adversely affecting the distribution marketability of such securities by the Companyoffering, then the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders based on the number of Registrable Securities requested by each such Holder to be so included, and (Ciii) third, securities of the holders of any other securities requesting requested to be included in such registration, in such manner as the Company may determine.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, on a pro rata basis, the Registrable Securities of each of the Centre Funds (pro rata among such funds or except as they may otherwise agree) requested to be included in such registration, apportioned registration and any remaining securities requested to be included in such registration in accordance with the terms and conditions of this Agreement (pro rata among based on the Holders number of Registrable Securities and (C) third, securities of the holders of other securities requesting registrationowned by each holder thereof).

Priority on Primary Registrations. If a Piggyback Registration includes is --------------------------------- an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities and the other securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and (C) third, such other securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities and Other Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities and Other Registrable Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (A) first, the securities that the Company proposes to sell and sell, (B) second, the other Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities requested to be included therein by each such holder, and (C) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell sell; and (B) second, the Registrable Securities requested to be included in such registration, other securities apportioned pro rata among the Holders of Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range reasonably acceptable to the Company, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities requested to be included in such registrationregistration by RSI, apportioned and any other securities requested to be included in such registration pro rata among the Holders holders of Registrable Securities and (C) third, such securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- includes an underwritten primary registration on behalf of the Company Corporation and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company Corporation in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the CompanyCorporation, the Company Corporation will include in such registration (A) first, the securities that the Company Corporation proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities requested to be included in such the registration and any other securities requested to be included in the registration, apportioned pro rata among the Holders holders of such Registrable Securities and (C) third, such other securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities requested to be included therein by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the such Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities Securities, and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares proposed to be included by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities securities requested by the Investors to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and rata, (Ciii) third, the securities of requested by the holders of Other Stockholders to be included in such registration, pro rata and (iv) fourth, the securities requested by any other securities requesting parties to be included in such registration, pro rata.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and advise managing underwriter advises the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering therein without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration by the MAC Trusts and (c) third, other securities requested to be included in such registration, apportioned pro rata among the Holders of Registrable Securities and (C) third, securities respective holders thereof on the basis of the holders amount of other securities requesting registrationshares requested to be sold by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders applicable holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in 1093202_5.DOC such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned and (iii) third, other securities of the Company possessing registration rights, pro rata among the Holders holders of Registrable Securities and (C) third, such other securities on the basis of the holders number of other securities requesting registrationshares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is --------------------------------- an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback --------------------------------- Registration includes an underwritten primary registration on behalf of the Company and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the Company, the Company will include in such registration (A) first, the securities that the Company proposes to sell and (B) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the managing underwriter(s) for the offering being registered by the Company shall determine in good faith and advise advises the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their its opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration registration: (Aa) first, the securities that the Company proposes to sell and sell, (Bb) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (Cc) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes --------------------------------- is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that that, in its/their opinion opinion, the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in an orderly manner in such offering without materially adversely affecting the distribution of such securities by within a price range acceptable to the Company, then the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell sell, and (Bii) second, the Registrable Securities and the other securities requested to be included in such registration, apportioned pro rata rata, among the Holders holders of such Registrable Securities and (C) third, securities of the holders of the other securities requesting registrationsecurities, on the basis of the number of shares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company or a Successor, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will shall include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, if such registration occurs during the Registrable Exclusivity Period, the New Partner Securities requested to be included in such registration, apportioned pro rata among the Holders holders of Registrable such New Partner Securities on the basis of the number of shares owned by each such holder, and (Ciii) third, securities of the other Registrable Securities requested to be included in such registration pro rata among the holders of other securities requesting registrationsuch securities.

Priority on Primary Registrations. If a Piggyback Registration includes is --------------------------------- an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of shares owned by each such holder and (Ciii) third, securities of the holders of other securities requesting requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by Company, the Company shall determine will include in good faith and such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of such Registrable Securities on the basis of the number of units of Registrable Securities owned by each such holder, and (Ciii) third, securities of the holders of other securities requesting securities, if any, requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company Company, and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution of such securities by an orderly manner within a price range acceptable to the Company, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and (Bii) second, the Registrable Securities requested to be included in such Registration and any other securities requested to be included in such registration, apportioned pro rata among the Holders holders of Registrable Securities requesting such registration and (C) third, securities of the holders of such other securities requesting registrationon the basis of the number of shares owned by each such holder.

Priority on Primary Registrations. If a Piggyback Registration includes is an underwritten primary registration on behalf of the Company and the underwriter(s) for the offering being registered by the Company shall determine in good faith and managing underwriters advise the Company in writing that in its/their opinion the number of Registrable Securities securities requested to be included in such registration exceeds the number that which can be sold in such offering without materially adversely affecting the distribution marketability of such securities by the Companyoffering, the Company will include in such registration (Ai) first, the securities that the Company proposes to sell and sell, (Bii) second, the Registrable Securities requested to be included in such registration, apportioned registration (subject to pro rata among the Holders of Registrable Securities reduction along with other holders with pari passu registration rights), and (Ciii) third, securities if all of the holders of Registrable Securities requested to be included in such registration are so included, other securities requesting requested or permitted to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration includes an underwritten primary registration on behalf of the Company COMPANY and the underwriter(s) for the such offering being registered by the Company shall determine determines in good faith and advise advises the Company COMPANY in writing that in its/their opinion the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering without materially adversely affecting the distribution of such securities by the CompanyCOMPANY, the Company COMPANY will include in such registration (A1) first, the securities that the Company COMPANY proposes to sell and (B2) second, the Registrable Securities requested to be included in such registration, apportioned pro rata among the Holders holders of the Registrable Securities and (C) third, securities of the holders of other securities requesting registration.