Common use of Priority on Secondary Registrations Clause in Contracts

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's ’s securities, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities securities requested to be included in such registrationregistration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities so requested to be included thereinshares owned by each such holder, and (iiiii) secondthird, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of any such securities on the basis of the number of securities so requested to be included thereintherein owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders any holder of Equity (whether pursuant to the Company's securitiesexercise of a right to Demand Registration in accordance with Article 1 of this Agreement or otherwise), and the managing underwriters advise underwriter(s) advises the Company in writing that in their its reasonable 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities Registrable Securities on the basis of the number of securities so requested to be included therein, shares owned by each such Holder and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to the holders of a majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities so Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included therein, by such holder); and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration Registra tion is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Securities, 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 within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of such securities so requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be registered by such holders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Stock, 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 such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company’s equity securities to be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second the Registrable Common Stock requested to be included therein by the holders requesting such registration Holders and the Registrable Securities other securities requested to be included in such registration, registration pro rata among all the holders of such securities on the basis of the number of securities so shares requested to be included therein, and (ii) second, other securities requested to be included in registered by such registrationholders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is ----------------------------------- an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Common Stock, 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 within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Stock requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, 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 within a price range acceptable to the holders initially requesting consent of the Required Holders to be included in such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders Holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders Holders of such securities and such Registrable Securities on the basis of the number of securities so shares requested to be included therein, and (ii) second, other securities requested to be included in therein by each such registrationHolder.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyIssue's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of securities so requested to be included therein, and (ii) second, other securities requested to be included in shares owned by such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, 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 within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein, and (ii) second, other securities the Other Securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Securities, 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 within a price range acceptable to without materially and adversely affecting the holders initially requesting marketability of such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of such securities so requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of such securities requested to be registered by such holders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Securities, 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 within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (iiiii) secondthird, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyIssuer's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of securities so requested to be included therein, and (ii) second, other securities requested to be included in shares owned by such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Common Stock, 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 such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the price per share of the Company's equity securities to be sold in such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second the Registrable Common Stock requested to be included therein by the holders requesting such registration Holders and the Registrable Securities other securities requested to be included in such registration, registration pro rata among all the holders of such securities on the basis of the number of securities so shares requested to be included therein, and (ii) second, other securities requested to be included in registered by such registrationholders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to the holders of a majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities so Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included therein, by such holder); and (iiiii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securitiessecurities other than Registrable Common Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so Common Shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registration.registration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. ​

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a the price range acceptable to of the holders initially requesting such registrationoffering, the Company shall include in such registration registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included thereinowned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities 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 within a price range acceptable to the holders initially requesting such registration, the Company shall will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included thereinby each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration registration, (ii) second, the Shares and the Registrable Securities all other shares of Common Stock held by other stockholders with similar rights who have requested to be included in such registration, pro rata among the holders of Investor and all such securities stockholders on the basis of the number of securities so shares requested to be included thereintherein by each such holder, and (iiiii) secondthird, other securities requested to be included in such registrationregistration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (ia) first, the securities requested to be included therein by the holders requesting such registration and registration, (b) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included therein, Registrable Securities owned by each such holder and (iic) secondthird, other securities requested to be included in such registration; provided, that, at least 15% of all securities proposed to be sold in any such Piggyback Registration shall constitute Registrable Securities requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included therein, registered by such holders and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the CompanyIssuer's securitiessecurities (and in which Issuer is not issuing any securities under such registration), and the managing underwriters advise the Company Issuer 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 without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall Issuer will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii second, Registrable Securities and all Other Registrable Securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of securities so requested to be included therein, and (ii) second, other securities requested to be included in shares owned by such registrationholders.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's ’s securities, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities securities requested to be included in such registrationregistration pursuant to the 2016 Registration Rights Agreement, pro rata among the holders of such securities on the basis of the number of securities so shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders (including the Holders) of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein ----- by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the total number of securities so requested to be included therein, and (ii) second, other securities requested to be included ------ in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders a holder of the Company's securities’s securities other than Registrable Common Shares, 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 within a price range acceptable to the holders initially requesting without having an adverse effect on such registrationoffering, the Company shall include in such registration (i) first, first the securities requested to be included therein by the holders requesting such registration and the Registrable Securities Common Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so Common Shares requested to be included thereinregistered by such holders, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders of such securities on the basis of the number of Common Shares requested to be registered by such holders or as such holders may otherwise agree.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to the holders initially requesting such registration, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities shares so requested to be included therein, therein owned by each such holder and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If Subject to Section 4.1(c) hereof, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the such holders of such securities on the basis of the number of securities so requested to be included therein, shares owned by each such holder and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyHoldings's securities, securities and the managing underwriters advise the Company Holdings 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall Holdings will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among such holders and the holders of such securities Registrable Securities on the basis of the number of securities so requested to be included thereinshares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, securities 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the all holders of such securities thereof on the basis of the number of shares of such securities so and of Registrable Securities requested to be included thereintherein by each such holder, and (ii) second, other securities requested to be included in such registrationregistration pro rata among the holders thereof on the basis of the number of shares requested to be included therein.

Priority on Secondary Registrations. If a Piggyback Registration ----------------------------------- is an underwritten secondary registration on behalf of holders of the Company's securities, 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 within a price range acceptable to without adversely affecting the holders initially requesting such registrationmarketability of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the holders of the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities so requested to be included thereinshares owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities, 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 within a price range acceptable to the holders of a majority of such securities initially requesting such registration, the Company shall include in such registration registration: (i) first, the securities requested to be included therein by the holders requesting such registration and among the Registrable Securities Securities, if any, requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the number of securities so Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included therein, by such holder); and (ii) second, other securities requested to be included in such registration.

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securitiessecurities (and in which the Company is not issuing any securities under such registration), 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 without materially adversely affecting such offering within a price range acceptable to the holders initially requesting such registrationoffering, the Company shall will include in such registration (i) first, the securities requested to be included therein in such registration by the holder or holders requesting who requested such registration (such holders being entitled to participate in accordance with the relative priorities, if any, as may exist among them) and the (ii) second, Registrable Securities and all other securities requested to be included in such registration, pro rata among the holders of such securities thereof on the basis of the number of securities so requested shares owned by such holders that are subject to be included therein, and (ii) second, other securities requested to be included in such registrationregistration rights.