Common use of Priority on Registration Clause in Contracts

Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock to be registered in writing that in its or their opinion the number of shares of Restricted Stock proposed to be sold in any registration and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Restricted Stock to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, the Company will (x) include in such registration the aggregate number of Restricted Stock to be registered for each stockholder to be reduced firstly, against the other stockholders, secondly, against Holding; (in each case pro rata based on the amount of Restricted Stock of the stockholders in the applicable class requested to be included in such registration), and (y) not allow any securities other than Restricted Stock to be included in such registration unless all Restricted Stock request to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national recognized standing (notification of which number shall be given by the Company to the holders of Restricted Stock).

Priority on Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock Registrable Securities to be registered in writing that in its or their opinion the number of shares of Restricted Stock Registrable Securities proposed to be sold in any registration Registration (including, without limitation, a Piggyback Registration) and any other securities of the Company requested or proposed to be included in such registration Registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration Registration will be materially reduced or that the number of Restricted Stock Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration Registration in any other respect, the Company will (x) include in such registration Registration the aggregate number of Restricted Stock Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each stockholder Stockholder to be reduced firstlyFIRSTLY, against the ▇▇▇▇▇▇ Partnership, SECONDLY, against the other stockholders, secondlyStockholders (other than JWC) and LASTLY, against HoldingJWC; (in each case pro rata PRO RATA based on the amount of Restricted Stock Registrable Securities of the stockholders Stockholders in the applicable class requested to be included in such registrationRegistration), and (y) not allow any securities other than Restricted Stock Registrable Securities to be included in such registration Registration unless all Restricted Stock request Registrable Securities requested to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national nationally recognized standing (notification of which number shall be given by the Company to the holders of Restricted StockRegistrable Securities).