Common use of Priority on Primary Registrations Clause in Contracts

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned requested to be included by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such the registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the holders of such the Registrable Securities on the basis of the number of shares Registrable Securities owned by each such holder, and (iii) third, any other securities requested to be included in such the registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, holder and (iii) third, the other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the any Registrable Securities Stock requested to be included in such registration, pro rata among the holders of such Registrable Securities Stock on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without adversely affecting the marketability of the offering, at a price reasonable related to fair value, the Company shall include in such registration (i) will allocate the securities to be included as follows: first, the securities the Company proposes to sell, (ii) sell on its own behalf; second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities PRO RATA on the basis of the number of shares owned by each such holderRegistrable Securities owned, among the Selling Stockholders; and (iii) third, other securities requested to be included in such registrationregistration by any stockholders of the Company other than the Selling Stockholders.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities Investors on the basis of the number of shares Registrable Securities owned by each such holder, Investor and (iii) third, the other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPhoneTel (whether or not also on behalf of holders of PhoneTel's securities), and the managing underwriters advise the Company PhoneTel in writing that in 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 shall PhoneTel will include in such registration (i) first, the securities the Company PhoneTel proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares then owned by each such holderholders, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company shall include in such registration (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities respective Holders thereof on the basis of the number amount of shares Registrable Securities owned by each such holder, Holder and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 at a price range which is acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities and the shares of Common Stock issuable upon exchange of the Exchangable Notes (the "Exchangeable Notes Shares") requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, registration and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter(s) advises the Company in writing (with a copy to each applicable party hereto requesting registration of Registrable Securities) that in their its 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 such offering, the Company shall will include in such registration registration: (ia) first, the securities the Company proposes to sell, (iib) second, the Registrable Securities requested to be included in such registration, pro rata among registration by the holders of such Registrable Securities on the basis of the number of shares owned by each such holderHolders, and (iiic) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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, including the proposed price for the securities, the Company shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned registration by each such holderPurchaser, and (iii) third, other securities requested to be included in such registrationregistration relating to registration rights existing on the date hereof, on a pro rata basis, and (iii) third, the other securities requested to be included in such registration relating to registration rights granted by the Company after the date hereof.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number amount of shares Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities Stock requested to be included in such registration, pro rata among the holders of such Registrable Securities Stock on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, holder and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration, pro pro-rata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration --------------------------------- is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration and other securities the Company is obligated to include in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Corporation and the managing underwriters advise the Company Corporation in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number which can price per Common Share will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company shall Corporation will include in such registration (i) firstFIRST, the securities that the Company Corporation proposes to sell, (ii) secondSECOND, the Registrable Securities Shares and United Registrable Shares requested to be included in such registration, pro rata PRO RATA among the holders of such Registrable Securities Shares and United Registrable Shares on the basis of the number of shares which are owned by each such holderholders, and (iii) thirdTHIRD, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned owed by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned requested to be registered by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter advises the Company in writing that in their its 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 shall will include in such registration registration, in order of priority, the following (i) first, the securities the Company proposes purposes to sell, (ii) second, the Registrable Securities Shares held by the Shareholders or their assigns and requested to be included in such registration, which shall be included in the offering on a pro rata among basis with respect to the holders of such Registrable Securities on the basis of the number of shares owned by each such holderthereof requesting registration, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall will include in such registration (i) first, the securities the Company proposes to sell, sell and (ii) second, the Registrable Securities requested to be included in such registrationregistration and other securities of the Company possessing registration rights, pro rata among the holders Holders of such Registrable Securities and such other securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registrationHolder.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of Company, subject to the offeringThird Party Registration Rights, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such the registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such the registration.

Priority on Primary Registrations. If a Piggyback Registration is relates to an underwritten primary registration on behalf public offering of equity securities by the Company, Company and the managing underwriters for such offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall will include in such registration (i) first, the securities proposed to be sold by the Company proposes to sellCompany, (ii) second, the Registrable Securities Shares requested to be included in such registration, pro rata among the holders Holders of such Registrable Securities Shares on the basis of the number of shares owned by each such holderHolder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such the registration exceeds creates a substantial risk that the number which can price per Common Share will be sold in such offering without adversely affecting the marketability of the offeringreduced, the Company shall will include in such registration (i) firstFIRST, the securities that the Company proposes to sell, (ii) secondSECOND, the United Registrable Securities Shares and Other Registrable Shares requested to be included in such registration, pro rata PRO RATA among the holders of such United Registrable Securities Shares and Other Registrable Shares on the basis of the number of shares which are owned by each such holderholders, and (iii) thirdTHIRD, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an --------------------------------- underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 such offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number amount of shares such securities owned by each such holder, holder and (iii) third, the other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, if any, the Registrable Securities requested to be included in such registration and other securities the Company is obligated to include in such registration, pro rata among the holders of such Registrable Securities securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringCompany, the Company shall include in such registration (i) firstFIRST, the securities the Company proposes to sell, (ii) secondSECOND, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) thirdTHIRD, other securities requested to be included in such registration.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in 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 shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata PRO RATA among the holders of such Registrable Securities on the basis of the number of shares owned Registrable Securities held by each such holder, and (iii) third, other securities requested to be included in such registration.