Common use of Limitations on Incidental Registration Clause in Contracts

Limitations on Incidental Registration. (a) If the Incidental Registration of which the Company gives notice pursuant to Section 2.3 is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) of the offering and only securities which are to be included in the underwriting may be included in the registration. (b) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 is limited by the provisions of Section 2.4(a), the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 is still limited by the provisions of Sections 2.4(a) after the withdrawal of such other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 shall share in the available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers of shares of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, that the holders thereof wish to include in the Incidental Registration.

Limitations on Incidental Registration. (a) If the Incidental Registration registration of which the Company gives notice pursuant to Section 2.3 1.4 above is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. The Company shall have the right to terminate or withdraw any registration initiated by it under Section 1.4 above prior to the effectiveness of such registration. (b) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 1.4 is limited by the provisions of Section 2.4(a)1.5(a) above, the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's ’s securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 1.4 is still limited by the provisions of Sections 2.4(a1.5(a) above, after the withdrawal of such the other holders of the Company's ’s securities, the Company shall have priority as to sales over the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration; provided, that, except with respect to the first Long-Form Registration Statement effected by the Company on its own initiative, no holder shall be required to withdraw more than 66% of the Registrable Stock which it requested to be included pursuant to Sections 1.4 above. The holders of Registrable Stock given rights by Section 2.3 1.4 above shall share pro rata in the available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers number of shares of L-3 Registrable Stock or Existing Holder Registrable Stockthen held by each of such holders, as the case may be, that the holders thereof wish to include in the Incidental Registrationrespectively.

Limitations on Incidental Registration. (a) If the Incidental Registration registration of which the Company gives notice pursuant to Section 2.3 above is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company Stockholders if requested to do so in good faith by the managing underwriter(s) underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. (b) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 is limited by the provisions of Section 2.4(a)) above, the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights securities, and the Company shall cause such other holders to withdraw their shares from such registration offering to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 is still limited by the provisions of Sections Section 2.4(a) above, after the withdrawal of such the other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration; provided, however, that in no event shall the Registrable Stock requested to be registered pursuant to this Section 2.4 be reduced to below one-third of the total amount securities included in such registration. The holders of Registrable Stock given rights by Section 2.3 above and participating in an offering pursuant to Section 2.3 shall share pro rata in the available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers number of shares of L-3 Registrable Stock or Existing Holder Registrable Stockthen held by each of such participating holders, as respectively. (c) If at any time after giving a Company Notice, and prior to the case may beeffective date of the registration statement filed pursuant thereto, that the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the holders thereof wish of Registrable Stock and thereupon the Company shall be relieved of its obligation to include register such holders' Registrable Stock in connection with the registration of such securities (but not from its obligation to pay Registration Expenses (as defined below) to the extent incurred in connection therewith as provided herein), without prejudice to the rights, if any, of the holders of Registrable Stock immediately to request that such registration be effected as a required registration under Section 2.1 hereof. (d) If the incidental registration relates to a firm commitment underwritten public offering, the Company shall so advise the holders of Registrable Stock in the Incidental RegistrationCompany Notice. In such case, the Company shall have the right to select the underwriters for the underwriting, and the right of any holder of Registrable Stock to participate in such registration shall be conditioned upon such holder's participation in such underwriting in accordance with the terms and conditions thereof. All holders of Registrable Stock proposing to distribute their Registrable Stock through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

Limitations on Incidental Registration. (ai) If the Incidental Registration of which the Company gives notice pursuant to Section 2.3 a Holdings Notice is given for the purpose of permitting a disposition of securities by the Company Holdings pursuant to a firm commitment underwritten offering, the notice shall Holdings Notice must so state, and the Company shall . Holdings will then have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company therein, if requested to do so in good faith by the managing underwriter(s) underwriter of the offering offering, and only securities which are to be included in the underwriting may be included in the registration. (bii) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 5(c) is limited by the provisions of Section 2.4(a)5(d)(i) above, the holders of Registrable Stock shall will have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's Holdings' securities exercising similar incidental registration rights and the Company shall rights. Holdings must cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 5(c) is still limited by the provisions of Sections 2.4(a5(d)(i) above, after the withdrawal of such other holders of the Company's Holdings' securities, the Company shall Holdings will have priority as to sales over the holders of Registrable Stock and each such holder hereby agrees that it shall will withdraw its securities from such registration to the extent necessary to allow the Company Holdings to include all the shares which the Company Holdings desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 shall 5(c) will share pro rata in the --- ---- available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers number of shares of L-3 Registrable Stock or Existing Holder Registrable Stockthen held by each of such holders, as the case may be, that the holders thereof wish to include in the Incidental Registrationrespectively.

Limitations on Incidental Registration. (a) If the Incidental Registration of which managing underwriter -------------------------------------- or underwriters for a registration under Section 3.1, above, advises the Company gives notice pursuant to Section 2.3 is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company shall have Holders requesting inclusion in such registration in writing, that the right to limit the aggregate size of the offering dollar amount or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) Registrable Securities and other shares of the offering and only common stock or securities which are to be included in the underwriting may offering exceeds the maximum dollar amount or number that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (the "Maximum Number of Shares"), ------------------------ then the Company shall include in such registration: (a) if the registration is a primary offering for the Company, (i) first, the shares of common stock or other securities that the Company proposes to sell which can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities requested to be included in such registration by other shareholders with registration rights granted prior to the registration.date hereof which can be sold without exceeding the Maximum Number of Shares (allocated pro rata among such other shareholders, as nearly as practicable, on the basis of the number of shares of common stock or other securities requested to be included in such offering by such other shareholders); and (iii) third, to the extent the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities and shares of common stock or other securities requested to be included in such registration by the Holders and other shareholders with registration rights which can be sold without exceeding the Maximum Number of Shares (allocated pro rata among such Holders and other shareholders, as nearly as practicable, on the basis of the number of shares of Registrable Securities and common stock or other securities requested to be included in such offering by the Holders and such other shareholders); and (b) Whenever an Incidental Registration if the registration is initiated pursuant for a secondary offering for any of the Company's security holders, (i) first, if the registration was requested by other shareholders with demand registration rights, the shares of common stock or other securities that such other shareholders have requested to Section 2.3 and be included in such offering which can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities requested to be included in such registration by other shareholders with registration rights granted prior to the date hereof which can be sold without exceeding the Maximum Number of Shares (allocated pro rata among such other shareholders, as nearly as practicable, on the basis of the number of shares which may of common stock or other securities requested to be registered pursuant included in such offering by such other shareholders); and (iii) third, to Section 2.3 is limited by the provisions extent the Maximum Number of Section 2.4(aShares has not been reached under the foregoing clauses (i) and (ii), the holders Registrable Securities and shares of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the common stock or other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within in such registration. Whenever registration by the Holders and other shareholders with registration rights which can be sold without exceeding the Maximum Number of Shares (allocated pro rata among such Holders and other shareholders, as nearly as practicable, on the basis of the number of shares which may be registered pursuant to Section 2.3 is still limited by the provisions of Sections 2.4(a) after the withdrawal of such other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock Securities and each holder hereby agrees that it shall withdraw its common stock or other securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account requested to be included within in such registration. The holders of Registrable Stock given rights offering by Section 2.3 shall share in the available portion of the registration in question, Holders and such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers of shares of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, that the holders thereof wish to include in the Incidental Registrationother shareholders).

Limitations on Incidental Registration. (a) If the Incidental Registration registration of which the Company gives notice pursuant to Section 2.3 3.3 above is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) underwriter of the offering and only securities which are to be included in the underwriting may be included in the registration. (b) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 3.3 is limited by the provisions of Section 2.4(a)3.4(a) above, the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration offering to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 3.3 is still limited by the provisions of Sections 2.4(aSection 3.4(a) above, after the withdrawal of such the other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration; provided, that, except with respect to the first Long-Form Registration Statement effected by the Company on its own initiative, in no event shall the Registrable Stock requested to be included pursuant to Section 3.3 above be reduced below 20% of the total amount of securities included in such offering. The holders of Registrable Stock given rights by Section 2.3 3.3 above shall share pro rata in the available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers number of shares of L-3 Registrable Stock or Existing Holder Registrable Stockthen held by each of such holders, as the case may be, that the holders thereof wish to include in the Incidental Registrationrespectively.

Limitations on Incidental Registration. (a) If the Incidental Registration registration -------------------------------------- of which the Company gives notice pursuant to Section 2.3 2.5 is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment an underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) of the offering and only securities which are to be included in the underwriting may be included in the registration. . Notwithstanding any provision of Section 2.5, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude or otherwise limit the number of shares, including Registrable Stock, requested to be included in the registration and underwriting to a number of shares not less than twenty percent (b20%) Whenever of the aggregate number of shares to be disposed of in the registration and underwriting, unless the registration is for an Incidental Registration is initiated pursuant initial public offering (in which case the percentage may be less). The Company shall so advise all Holders of any limitation (except those Holders who have not indicated to Section 2.3 the Company their decision to distribute any of their Registrable Stock through such underwriting), and the number of shares which shares, including Registrable Stock, that may be registered pursuant to Section 2.3 is limited by the provisions of Section 2.4(a), the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock included in the aggregate registration and underwriting shall be allocated among the holders of Existing Holder Registrable Stock selling shareholders in the aggregate) proportion, as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration nearly as practicable, to the extent necessary respective amounts of securities, including Registrable Stock, owned by such Holders and other selling shareholders entitled to allow all requesting holders be included therein at the time of Registrable Stock to include all of filing the shares so requested by them (pro rata registration statement, in accordance with Section 2.12(a). No Registrable Stock excluded from the preceding parenthetical) to underwriting by reason of the underwriter's marketing limitation shall be included within in such registration. Whenever the number If any Holder disapproves of shares which any such underwriting, such person may be registered pursuant elect to Section 2.3 is still limited withdraw therefrom by the provisions of Sections 2.4(a) after the withdrawal of such other holders of the Company's securities, written notice to the Company shall have priority as to sales over and the holders of underwriter. The Registrable Stock and each holder hereby agrees that it shall withdraw its and/or other securities so withdrawn from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to underwriting shall also be included within withdrawn from such registration. The holders registration rights granted under Sections 2.2, 2.5 and 2.8 shall terminate as to any Holder or permissible transferee or assignee of such rights if such person (a) holds one percent (1%) or less of the outstanding shares of Common Stock of the Company (on an as-converted basis) and (b) is permitted to sell all of the Registrable Stock given rights held by Section 2.3 shall share him or her in a single transaction to the available portion of the registration in question, such sharing public pursuant to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers of shares of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, that the holders thereof wish to include in the Incidental RegistrationRule 144.

Limitations on Incidental Registration. (a) If the Incidental Registration of which the Company Corporation gives notice pursuant to Section 2.3 5 is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment an underwritten offering, the notice shall so state, and the Company shall have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company if requested to do so in good faith by the managing underwriter(s) of the offering and only securities (including, without limitation, Registrable Stock) which are to be included in the underwriting may be included in the registrationRegistration. (b) Whenever an Incidental If the managing underwriter of any underwritten offering shall inform the Corporation by letter of its belief that the number or type of Registrable Stock requested to be included in a Registration is initiated pursuant to Section 2.3 and 5 would materially adversely affect such offering, then the number of shares which may be registered pursuant to Section 2.3 is limited by the provisions of Section 2.4(a)Corporation will include in such Registration, the holders of Registrable Stock shall have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares number and type which the Corporation is so requested advised can be sold in (or during the time of) such offering, first, all securities proposed by them (pro rata in accordance with the preceding parenthetical) Corporation to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 is still limited by the provisions of Sections 2.4(a) after the withdrawal of such other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell sold for its own account and, second, all other registered securities of the Corporation requested to be included within in such registration. Registration pro rata among such holders on the basis of the estimated gross proceeds of the securities of such holders requested to be so included. (c) Subject to the Corporation's complying with the priorities set forth in Section 6(b), nothing contained in this Section 6 shall prevent the Corporation from withdrawing any securities requested to be included for its own account in such a Registration either before or after the effectiveness of such Registration. (d) The holders Corporation shall not be required to effect any registration of Registrable Stock given rights pursuant to Section 5 if it shall deliver to the Holder or Holders requesting such registration an opinion (which opinion shall be reasonably satisfactory to such Holder or Holders) of Stokxx xxx Bartxxxxxxx (xx other counsel reasonably satisfactory to such Holder or Holders) to the effect that all Registrable Stock held by Section 2.3 shall share such Holder or Holders may be sold in the available portion of public market without registration under the registration in question, such sharing to be based upon the priority Securities Act and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers of shares of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, that the holders thereof wish to include in the Incidental Registrationany applicable State securities laws.

Limitations on Incidental Registration. (ai) If the Incidental Registration of which the Company gives notice pursuant to Section 2.3 a Holdings Notice is given for the purpose of permitting a disposition of securities by the Company Holdings pursuant to a firm commitment underwritten offering, the notice shall Holdings Notice must so state, and the Company shall . Holdings will then have the right to limit the aggregate size of the offering or the number of shares to be included therein by stockholders of the Company therein, if requested to do so in good faith by the managing underwriter(s) underwriter of the offering offering, and only securities which are to be included in the underwriting may be included in the registration. (bii) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares which may be registered pursuant to Section 2.3 5(c) is limited by the provisions of Section 2.4(a)5(d)(i) above, the holders of Registrable Stock shall will have priority (pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's Holdings' securities exercising similar incidental registration rights and the Company shall rights. Holdings must cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 5(c) is still limited by the provisions of Sections 2.4(a5(d)(i) above, after the withdrawal of such other holders of the Company's Holdings' securities, the Company shall Holdings will have priority as to sales over the holders of Registrable Stock and each such holder hereby agrees that it shall will withdraw its securities from such registration to the extent necessary to allow the Company Holdings to include all the shares which the Company Holdings desires to sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 2.3 shall 5(c) will share pro rata in --- ---- the available portion of the registration in question, such sharing to be based upon the priority and proportion set forth, first, in the parenthetical above, and then, within each group comprising holders of L-3 Registrable Stock or Existing Holder Registrable Stock, as the case may be, based upon the numbers number of shares of L-3 Registrable Stock or Existing Holder Registrable Stockthen held by each of such holders, as the case may be, that the holders thereof wish to include in the Incidental Registrationrespectively.

Limitations on Incidental Registration. (a) If the Incidental Registration of which the Company gives notice pursuant to Section 2.3 is for the purpose of permitting a disposition of securities by the Company pursuant to a firm commitment underwritten offering, the notice shall so state, and the Company The Corporation shall have the right to limit the aggregate size of the offering or the number of shares of to be included therein by stockholders of the Company Registrable Stock corporation if requested to do so in good faith by the managing underwriter(s) underwriter or agent of the offering and only offering. Only securities which are to be included in the underwriting may be included in the registration. (b) Whenever an Incidental Registration is initiated pursuant to Section 2.3 and the number of shares of Registrable Stock which may be registered pursuant to Section 2.3 2.4 is limited by the provisions of Section 2.4(a)2.5(a) hereof, the holders of Registrable Stock shall have priority Corporation will include in such registration, (i) first, the securities the Corporation proposes to sell, and (ii) second, the securities requested to be sold pro rata as between holders of L-3 Registrable Stock on the one hand and holders of Existing Holder Registrable Stock on the other hand based on the percentage of total Registrable Stock then held by the holders of L-3 Registrable Stock in the aggregate and the holders of Existing Holder Registrable Stock in the aggregate) as to sales over the other holders of the Company's securities exercising similar incidental registration rights and the Company shall cause such other holders to withdraw from such registration to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested by them (pro rata in accordance with the preceding parenthetical) to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 2.3 is still limited by the provisions of Sections 2.4(a) after the withdrawal of such other holders of the Company's securities, the Company shall have priority as to sales over among the holders of Registrable Stock and each holder hereby agrees that it shall withdraw its securities from such registration to all --- ---- other stockholders of the extent necessary to allow Corporation who have the Company contractual right to include all or a portion of their Shares in the shares which registration allocated on the Company desires basis of the number of Shares owned by each such holder; provided, that, if, at level -------- (ii) above, any such holder would thus be entitled to sell for its own account include more Shares than such holder requested to be included within registered, the excess will be allocated among the other requesting holders pro rata based upon the number of Shares owned by such registration. The --- ---- holders of Registrable Stock given rights by Section 2.3 and other stockholders. For purposes of making any such reduction, each Stockholder and the Permitted Transferees shall share in the available portion be deemed to be a single "holder" of the registration in questionRegistrable Stock, and any pro rata reduction with --- ---- respect to such sharing to "holder" shall be based upon the aggregate amount of Registrable Stock owned by all entities and individuals included in such "holder," as defined in this sentence (and the aggregate amount so allocated to such "holder" shall be allocated among the entities and individuals included in such "holder" in such manner as such Stockholder may reasonably determine.) (c) The Corporation shall not grant any Person registration rights which shall have priority and proportion set forthover the registration rights granted to the Stockholders by this Agreement, firstbut may xxxxx xxxx passu rights to additional ---- ----- purchasers of the Corporation's securities. (d) Notwithstanding anything to the contrary contained in this Article 2, the Corporation may decide, in the parenthetical aboveits sole and absolute discretion, and then, within each group comprising holders of L-3 Registrable Stock not to proceed with or Existing Holder Registrable Stock, as the case may be, based upon the numbers of shares of L-3 Registrable Stock to discontinue any registration commenced or Existing Holder Registrable Stock, as the case may be, that the holders thereof wish proposed to include in the Incidental Registrationbe commenced under Section 2.4 hereof.