Common use of Limitations on Shares to be Included Clause in Contracts

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; thirdsecond, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Companythird, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, first the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration Additional Shares and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for any securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to account of the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to Company shall be included in excluded from such registration pursuant to the Existing Rights Agreements; third, among the Holders, priorities set forth in proportion, as nearly as practicable, to the respective amounts Section 3.3 of Registrable Securities which they had requested to be included in such registration; fourththis Agreement and, if such underwritten offering shall not have been initiated by a limitation on the Company, to the Company for securities being sold for its own account; and thereafternumber of shares is still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other StockholdersHolders, in each case including Initiating Holders, in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable Securities which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; thirdsecond, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Companythird, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person’s Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the HoldersHolders and the Other Stockholders that offer securities being sold pursuant to the Former MSI Series A Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, first the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration Additional Shares and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for any securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to account of the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to Company shall be included in excluded from such registration pursuant to the Existing Rights Agreements; third, among the Holders, priorities set forth in proportion, as nearly as practicable, to the respective amounts Section 3.3 of Registrable Securities which they had requested to be included in such registration; fourththis Agreement and, if such underwritten offering shall not have been initiated by a limitation on the Company, to the Company for securities being sold for its own account; and thereafternumber of shares is still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other StockholdersHolders, in each case including Initiating Holders, in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable Securities which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Holders and the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the HoldersStockholders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholdersdirectors, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafteris still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, (i) first to the respective amounts Holders, such that the Holders shall be entitled to include a number of shares equal to seventy percent (70%) of the shares requested for inclusion in such registration, and (ii) the remaining shares, if any to the Holders and Electra, pro rata based on the number of Registratable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the after excluding shares already included in such registration statementas provided in clause (i) above. If the Company or any Holder of Registrable Securities or any Securities, officer, director or Other Stockholder Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares, as the case may be, therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities Securities, Additional Shares or other securities excluded Company Shares, as the case may be, would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and/or Electra, as the case may be, second for the Company's own account and third to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. Notwithstanding With respect to Company registrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights, notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; , second, if any among Electra and Holders in the ratio of two-thirds (2/3) to Electra and one-third to the Holders, until such time as Electra holds less than thirty-five percent (35%) of the shares of Registrable Securities (as defined in the Electra Registration Rights Agreement) held by Electra as of the date of this Agreement (as such number may be adjusted for stock splits, dividends, recapitalizations, reorganizations or similar events), third, if any, among the Other Stockholders that offer securities being sold pursuant to Holders and Electra pro rata based upon the Existing Rights Agreements, in proportionnumber of Registratable Securities or Additional Shares, as nearly as practicablethe case may be, to the respective amounts of Additional Shares which they had requested to be so included in such registration after excluding shares already included in such registration as provided in clause first and clause second, and fourth, among all officers, directors or Other Shareholders (including those Shareholders other than Electra exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the Existing Rights Agreements; thirdexercise of such demand registration right, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholdersotherwise), in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement; provided, however, that if such registration is effected by the Company on behalf of Electra exercising any demand registration rights pursuant to the Electra Registration Rights Agreement, the number of shares that are entitled to be included in the registration and underwriting shall be allocated first, to Electra such that Electra shall be entitled to include a number of shares equal to seventy-five percent (75%) of the shares requested for inclusion in such registration, second, if any, among the Holders and Electra, pro rata based on the number of Registratable Securities or Additional Shares requested to be included in such registration after excluding shares already included in such registration as provided in clause first above, third, if any, to the Company for securities being sold for its own account, and fourth, among all officers, directors or Other Shareholders (including those shareholders (other than Electra) exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of such demand registration right, or otherwise). If any Holder of Registrable Securities or any officer, director or Other Stockholder Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding With respect to Company ------------------------------------ registrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights, not withstanding any other provision of this Section 3, if the representative of --------- the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; , second, if any among Electra and Holders in the ratio of two-thirds (2/3) to Electra and one-third to the Holders, until such time as Electra holds less than thirty-five percent (35%) of the shares of Registrable Securities (as defined in the Electra Registration Rights Agreement) held by Electra as of the date of this Agreement (as such number may be adjusted for stock splits, dividends, recapitalizations, reorganizations or similar events), third, if any, among the Other Stockholders that offer securities being sold pursuant to Holders and Electra pro rata based upon the Existing Rights Agreements, in proportionnumber of Registrable Securities or Additional Shares, as nearly as practicablethe case may be, to the respective amounts of Additional Shares which they had requested to be so included in such registration after excluding shares already included in such registration as provided in clause first and clause second, and fourth, among all officers, directors or Other Shareholders (including those Shareholders other than Electra exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the Existing Rights Agreements; thirdexercise of such demand registration right, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholdersotherwise), in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement; provided, however, that if such registration is effected by the Company on behalf of Electra exercising any demand registration rights pursuant to the Electra Registration Rights Agreement, the number of shares that are entitled to be included in the registration and underwriting shall be allocated first, to Electra such that Electra shall be entitled to include a number of shares equal to seventy-five percent (75%) of the shares requested for inclusion in such registration, second, if any, among the Holders and Electra, pro rata based on the number of Registratable Securities or Additional Shares requested to be included in such registration after excluding shares already included in such registration as provided in clause first above, third, if any, to the Company for securities being sold for its own account, and fourth, among all officers, directors or Other Shareholders (including those shareholders (other than Electra) exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of such demand registration right, or otherwise). If any Holder of Registrable Securities or any officer, director or Other Stockholder Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. (a) Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares is still required, the number of securities shares that are entitled to may be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at statement. (b) If the time of filing the registration statement. If Company or any Holder of Registrable Securities Securities, or any officerholder of Additional Shares (collectively, director or the "Other Stockholder Shareholders") who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities Securities, Additional Shares or other securities excluded Company Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares, or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and second to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities, Company Shares, or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting a Company-initiated registration of shares advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 3.3, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafteris still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or (i) first to the Holders, such that the Holders shall be entitled to include a number of shares equal to seventy-five percent (75%) of the shares requested for inclusion in such registration, and (ii) the remaining Other Stockholdersshares, in each case in proportion, as nearly as practicableif any, to the respective amounts Holders and Xxxxxx, pro rata based on the number of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the after excluding shares already included in such registration statementas provided in clause (i) above. If the Company or any Holder of Registrable Securities or any Securities, officer, director or Other Stockholder Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares, as the case may be, therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities Securities, Additional Shares or other securities excluded Company Shares, as the case may be, would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and/or Xxxxxx, as the case may be, second for the Company's own account and third to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in such registrationthe proportions discussed above." (f) Section 3.3 of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafteris still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case Holders in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable Securities which they had have requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities or any SecUrities, officer, director or Other Stockholder Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares, as the case may be, therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities Securities, Additional Shares or other securities excluded Company Shares, as the case may be, would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders, second for the Company's own account and third to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. (a) Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares is still required, the number of securities shares that are entitled to may be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at statement. (b) If the time of filing the registration statement. If Company or any Holder of Registrable Securities Securities, or any officerholder of Additional Shares (collectively, director or the "Other Stockholder Shareholders") who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities Securities, Additional Shares or other securities excluded Company Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and second to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, first the representative may (subject Additional Shares and any securities being sold for the account of the Company shall be excluded from such registration pursuant to the allocation priority priorities set forth below) limit hereinbelow and, if a limitation on the number of or eliminate shares is still required, the Registrable Securities to number of shares that may be included in the registration and underwriting shall be allocated among all Holders, including Initiating Holders, in proportion, as nearly practicable, to the respective amounts of Registrable Securities which they have requested to be included in such registration statement. If the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriter and the Initiating Holders. The Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. No Registrable Securities or Additional Shares excluded from such registration by reason of such underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares. If pursuant to this Section 2.4 any Additional Shares or securities being sold for the account of the Company shall so advise all holders of securities requesting be excluded from registration, and then the number of shares of such securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or officers, directors or remaining and Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32. 4, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by among the Company for the sale of securities for its own accountHolders, in proportion, as nearly as practicable, to the Company for securities being sold for its own accountrespective amounts of Registrable Securities which they had requested to be included in such registration; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as followsin the following order of priority: first, if such underwritten offering shall have been initiated by among the Company for the sale of securities for its own accountHolders, in proportion, as nearly as practicable, to the Company for securities being sold for its own accountrespective amounts of Registrable Securities which they had requested to be included in such registration; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements or such other proportion among the Other Stockholders as otherwise provided in the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares. Notwithstanding anything contained in this Agreement to the contrary, the Holders shall have priority over all other Persons with respect to the inclusion of any securities in any registration requested pursuant to this Section 2.

Limitations on Shares to be Included. Notwithstanding any other ------------------------------------ provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative Company may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the ----- Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable ------ Securities which they had have been requested to be included in such registration pursuant to the Existing Rights Agreements; third, among by the Holders, in proportion, as nearly as practicable, to pro rata based upon the respective amounts aggregate number of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated held by the Company, to the Company for securities being sold for its own accountrespective Holders; and thereafter, the number of shares that may be included in the ---------- registration statement and underwriting shall be allocated among all officers or officers, directors or remaining Other Stockholders, Stockholders in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 34, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; , and second, among the Holders and the Other Stockholders that offer securities being sold pursuant to the Existing Rights AgreementsStockholders, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Additional Shares which they had requested to be included in such registration; fourth, if . If such underwritten offering shall not have been registration is initiated by the CompanyOther Stockholders exercising demand registration rights, to the Company for securities being sold for its own account; and thereafter, then the number of shares that may be included in the registration statement and underwriting shall be allocated first to the Other Stockholders exercising such demand registration rights, in proportion, as nearly as practicable, to the respective amounts of Additional Shares, which they had requested to be included in such registration, second, among all officers or directors or remaining Other StockholdersHolders of Registrable Securities and the Company for securities being sold for its own account, and in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders and the Company to be included in such registration, and third, among all Other Stockholders not exercising demand registration rights in proportion to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding With respect to Company registrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights, notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; , second, if any, among Xxxxxx and the Holders in the ratio of two- thirds (2/3) to the Holders and one-third (1/3) to Xxxxxx, until such time as the Holders hold less than thirty-five percent (35%) of the shares of Registrable Securities held by Electra as of _______________, 1998 (as such number may be adjusted for stock splits, dividends, recapitalizations, reorganizations or similar events), third, if any, among the Other Stockholders that offer securities being sold pursuant to Holders and Xxxxxx pro rata based upon the Existing Rights Agreements, in proportionnumber of Registrable Securities or Additional Shares, as nearly as practicablethe case may be, to the respective amounts of Additional Shares which they had requested to be so included in such registration after excluding shares already included in such registration as provided in clause first and clause second, and fourth, if any, among all officers, directors or Other Shareholders (including those Shareholders exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the Existing Rights Agreements; thirdexercise of such demand registration right, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholdersotherwise), in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration at the time of filing the registration statement; provided, however, that if such registration is effected by the Company on behalf of Xxxxxx exercising any demand registration rights pursuant to the Xxxxxx Registration Rights Agreement, the number of shares that are entitled to be included in the registration and underwriting shall be allocated first, to Xxxxxx such that the Xxxxxx shall be entitled to include a number of shares equal to seventy percent (70%) of the shares requested for inclusion in such registration, second, if any, among the Holders and Xxxxxx, pro rata based on the number of Registrable Securities or Additional Shares requested to be included in such registration after excluding any shares already included in such registration as provided in clause first above, third, if any, to the Company for securities being sold for its own account, and fourth, if any, among all officers, directors or Other Shareholders (including those shareholders (other than Xxxxxx) exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of such demand registration right, or otherwise). If any Holder of Registrable Securities or any officer, director or Other Stockholder Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by any written notice to the Company and the underwriter. Any ." (g) Section 3.4 of the Registration Rights Agreement is hereby amended by deleting the last sentence thereof and substituting in lieu thereof the following: "If the withdrawal of any Registrable Securities or other securities excluded Additional Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and/or Xxxxxx and second to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities or Additional Shares, as the case may be, in such registrationthe proportions discussed in Section 3.3 above."

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, underwritten or that the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts inclusion of Additional Shares which they had or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, then, FIRST, the Company Shares shall be excluded from such registration to the extent so required by such limitation, SECOND, the Series F Registrable Securities requested to be included in such registration pursuant to held by the Existing Rights Agreements; third, among Class A Holders and the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had Additional Shares requested to be included in such registration; fourthregistration statement held by Other Stockholders, if any, shall be excluded from such underwritten offering shall not have been initiated by the Company, registration to the Company for securities being sold for its own account; and thereafterextent so required by such limitation, pro rata based upon the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers Registrable Securities or directors or remaining Other Stockholders, in each case in proportionAdditional Shares, as nearly as practicablethe case may be, to the respective amounts of Additional Shares which they had have requested to be included in such registration at the time of filing the such registration statement, THIRD, the Series F Registrable Securities requested to be included in such registration statement held by Holders (other than Class A Holders), if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series F Registrable Securities which they have requested be included in such registration at the time of filing such registration statement, and FOURTH, the Series G/H Registrable Securities requested to be included in such registration held by Holders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series G/H Registrable Securities which they have requested be included in such registration at the time of filing such registration statement, PROVIDED, HOWEVER, that if at the time of such registration request the Common Stock of the Company shall be publicly traded, and on each day on which the Common Stock is traded during the three-month period immediately preceding the date on which the Initiating Holders shall have requested such registration the Common Stock shall have a Daily Closing Price (as defined in Section 11 below) which is equal to or greater than $18.75 (as such number may be adjusted appropriately for stock splits, subdivisions, combinations, reclassifications or other recapitalizations), then FIRST, the Company Shares shall be excluded from such registration to the extent so required by such limitation, SECOND, the Series F Registrable Securities requested to be included in such registration held by all Holders and the Additional Shares requested to be included in such registration held by Other Stockholders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series F Registrable Securities and Additional Securities, as the case may be, which they have requested be included in such registration at the time of filing such registration statement, and THIRD, the Series G/H Registrable Securities requested to be included in such registration held by Holders, if any, shall be excluded from such registration statement to the extent so required by such limitation, pro rata based on the number of Series G/H Registrable Securities which they have requested be included in such registration at the time of filing such registration statement PROVIDED, FURTHER, HOWEVER, that in any event the Holders shall be entitled to include not less than 25% of the shares being registered in such offering. If the Company or any Holder of Registrable Securities or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares, as the case may be, therefrom by written notice to the Company Company, the underwriter and the underwriter. Any Registrable Securities Initiating Holders; PROVIDED, HOWEVER, that if the Holders, in consultation with their financial and legal advisors, determine that such revocation would materially delay the registration or other securities excluded or withdrawn from otherwise require a recirculation of the prospectus contained in the registration statement, then such underwriting shall also be withdrawn from such registration. The Company Person shall have the no such right to terminate revoke its request. If the withdrawal of any Registrable Securities, Additional Shares or withdraw any registration initiated by it under this Section 3 prior Company Shares, as the case may be, would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or Additional Shares, then, to the effectiveness of such registration whether or not any Holder has elected extent practicable and without delaying the underwriting, the Company, the Holders and the Other Stockholders shall have an opportunity to include securities additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. Notwithstanding With respect to Company registrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights, notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration. (a) The number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated FIRST, to Company Shares being sold for the Company's own account, SECOND, to Series G/H Registrable Securities requested to be included in such registration at the time of filing of such registration statement, pro rata based on the number of such Series G/H Registrable Securities requested to be included by each holder thereof, THIRD, to Series F Registrable Securities requested to be included in such registration at the time of filing such registration statement by Holders (other than Class A Holders, if any), pro rata based on the number of such Series F Registrable Securities, and FOURTH, to Series F Registable Securities requested to be included in such registration at the time of filing such registration statement by Class A Holders and Additional Shares requested to be included in such registration by Other Stockholders (including those stockholders exercising demand registration rights and on whose account the Company determined to register securities pursuant to the exercise of such demand registration right, or otherwise), pro rata based on the number of such Series F Registrable Securities and Additional Shares, as the case may be PROVIDED, HOWEVER, that if at the time of such registration request the Common Stock of the Company shall be publicly traded, and on each day on which the Common Stock is traded during the three-month period immediately preceding the date on which the Holders shall have requested such registration the Common Stock shall have a Daily Closing Price which is equal to or greater than $18.75 (as such number may be adjusted appropriately for stock splits, subdivisions, combinations, reclassifications or other recapitalizations), then the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own accountFIRST, to the Company Shares for securities being sold for its the Company's own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicableSECOND, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Series G/H Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested Holders to be included in such registration at the time of filing the of such registration statement. , pro rata based on the number of such Series G/H Registrable Securities and THIRD, to Series F Registrable Securities requested by Holders to be included in such registration at the time of filing such registration statement and to Additional Shares requested to be included in such registration by Other Stockholders at the time of filing such registration statement (including those Stockholders exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of such demand registration right, or otherwise), pro rata based on the number of such Series F Registrable Securities and such Additional Shares PROVIDED, FURTHER, HOWEVER, that in any event the Holders shall be entitled to include not less than 25% of the shares (other than Company Shares) being registered in such offering. (b) If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registrationregistration (which may include (a) other securities of the Company (the "Additional Shares") which are held by (i) officers or directors of the Company who, by virtue of agreements with the Company, are entitled to include their securities in any such registration or (ii) other persons who, by virtue of agreements with the Company, including the Former MSI Series C Rights Agreements, are entitled to include their securities in any such registration (the "Other Stockholders")), and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the HoldersHolders and the Other Stockholders that offer securities being sold pursuant to the Former MSI Series C Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwrittenunderwritten or that the inclusion of Additional Shares or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, first the representative may (subject Additional Shares shall be excluded from such registration to the allocation priority set forth below) limit extent so required by such limitation, then the number of or eliminate Company Shares shall be excluded from such registration to the Registrable Securities to be included in the registration and underwriting. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and if a limitation of the number of shares is still required, the number of securities shares that are entitled to may be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities or any Securities, officer, director or Other Stockholder Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any If the withdrawal of any Registrable Securities, Additional Shares or Company Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior offer first to the effectiveness of such registration whether or not any Holder has elected Holders and second to the Other Shareholders an opportunity to include securities additional shares of Registrable Securities or Additional Shares, as the case may be, in such registrationthe proportions discussed above.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; thirdsecond, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Companythird, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included underwritten in the registration and underwriting. The requested pursuant to Section 2.1 hereof, first the Additional Shares shall be excluded from such registration to the extent so required by such limitation, second securities being sold for the account of the Company shall so advise all holders of securities requesting registrationbe excluded from such registration thereafter, and if a limitation on the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafteris still required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other StockholdersHolders, in each case including Initiating Holders, in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable Securities which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such person may elect to withdraw such person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other ------------------------------------ provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included underwritten in the registration and underwriting. The requested pursuant to Section 2.1 hereof, first the Additional Shares shall be excluded from such ------ registration to the extent so required by such limitation, second securities ------- being sold for the account of the Company shall so advise all holders of securities requesting registrationbe excluded from such registration and, and thereafter, if a limitation on the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafteris still ---------- required, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other StockholdersHolders, in each case including Initiating Holders, in proportion, as nearly as practicable, to the respective amounts of Additional Shares Registrable Securities which they had have requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such person may elect to withdraw such person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriterunderwriter and the Initiating Holders. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate No Registrable Securities or withdraw any Additional Shares excluded from such registration initiated by it under this Section 3 prior to the effectiveness reason of such registration whether or not any Holder has elected to include securities underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Holders and the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or officers, directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 32, if the representative of the underwriters of a firm commitment underwriting advises the Company or the Initiating Holders in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, underwritten or that the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts inclusion of Additional Shares which they had or Company Shares may adversely affect the sale price (of the shares to be registered) that may be obtained, then, FIRST, the Company Shares shall be excluded from such registration to the extent so required by such limitation, SECOND, the Series F Registrable Securities requested to be included in such registration pursuant to held by the Existing Rights Agreements; third, among Class A Holders and the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had Additional Shares requested to be included in such registration; fourthregistration statement held by Other Stockholders, if any, shall be excluded from such underwritten offering shall not have been initiated by the Company, registration to the Company for securities being sold for its own account; and thereafterextent so required by such limitation, pro rata based upon the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers Series F Registrable Securities or directors or remaining Other Stockholders, in each case in proportionAdditional Shares, as nearly as practicablethe case may be, to the respective amounts of Additional Shares which they had have requested to be included in such registration at the time of filing such registration statement, THIRD, the Series F Registrable Securities requested to be included in such registration statement held by Holders (other than Class A Holders), if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series F Registrable Securities which they have requested to be included in such registration at the time of filing such registration statement, FOURTH, Series J Registrable Securities requested to be included in such registration statement by Holders, if any, shall be excluded from such registration to the extent so required by such limitation, pro-rata based on the number of Series J Registrable Securities which they have requested to be included in such registration at the time of filing such registration statement, and FIFTH, the Series G/H Registrable Securities requested to be included in such registration statement held by Holders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series G/H Registrable Securities which they have requested to be included in such registration at the time of filing such registration statement, PROVIDED, HOWEVER, that if at the time of such registration request the Common Stock of the Company shall be publicly traded, and on each day on which the Common Stock is traded during the three-month period immediately preceding the date on which the Initiating Holders shall have requested such registration the Common Stock shall have a Daily Closing Price (as defined in Section 11 below) which is equal to or greater than $18.75 (as such number may be adjusted appropriately for stock splits, subdivisions, combinations, reclassifications or other recapitalizations), then FIRST, the Company Shares shall be excluded from such registration to the extent so required by such limitation, SECOND, the Series F Registrable Securities requested to be included in such registration held by all Holders and the Additional Shares requested to be included in such registration held by Other Stockholders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series F Registrable Securities and Additional Shares, as the case may be, which they have requested be included in such registration at the time of filing such registration statement, THIRD, the Series J Registrable Securities requested to be included in such registration held by Holders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series J Registrable Securities which they have requested to be included in such registration at the time of filing such registration statement, and FOURTH, the Series G/H Registrable Securities requested to be included in such registration held by Holders, if any, shall be excluded from such registration to the extent so required by such limitation, pro rata based on the number of Series G/H Registrable Securities which they have requested to be included in such registration at the time of filing such registration statement. Notwithstanding anything herein to the contrary, the Holders who have requested to have Registrable Securities included in such registration shall be entitled to include not less than 25% of the shares being registered in such offering. If the Company or any Holder of Registrable Securities or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, he such Person may elect to withdraw such Person's Registrable Securities, Additional Shares or Company Shares, as the case may be, therefrom by written notice to the Company Company, the underwriter and the underwriter. Any Initiating Holders; PROVIDED, HOWEVER, that if the Holders holding a majority of the Registrable Securities or other securities excluded or withdrawn from such underwriting shall also requested to be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities included in such registration, in consultation with their financial and legal advisors, determine that such election to withdraw would materially delay the registration or otherwise require a recirculation of the prospectus contained in the registration statement, then such Person shall have no such right to elect to withdraw its request. If the withdrawal of any Registrable Securities, Additional Shares or Company Shares, as the case may be, would allow, within the marketing limitations set forth above, the inclusion in the underwriting of a greater number of shares of Registrable Securities, Company Shares or Additional Shares, then, to the extent practicable and without delaying the underwriting, the Company, the Holders and the Other Stockholders shall have an opportunity to include additional shares of Registrable Securities, Company Shares or Additional Shares, as the case may be, in the proportions and priorities discussed above.

Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting an offering described in Section 3.2 advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwritingunderwriting pursuant to this Section 3. The Company shall so advise all holders of securities requesting registrationregistration in such offering, and the number of shares of securities that are entitled to be included in the such registration and underwriting shall be allocated as followsin the following order of priority: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of such Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements or such other proportion among the Other Stockholders as otherwise provided in the Existing Rights Agreements; third, among the Holders, Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; and fourth, if such underwritten offering registration shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Limitations on Shares to be Included. Notwithstanding With respect to Company registrations or registrations effected by the Company for the account of a security holder or holders exercising any demand registration rights (other than pursuant to Section 2 above), notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders Holders of securities requesting registration. (a) The number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated FIRST, to Company Shares being sold for the Company's own account, SECOND, to Series G/H Registrable Securities requested to be included in such registration at the time of filing of such registration statement by Holders, if any, pro rata based on the number of such Series G/H Registrable Securities requested to be included by each Holder thereof, THIRD, to Series J Registrable Securities requested to be included in such registration at the time of filing such registration statement by Holders, if any, pro rata based on the number of such Series J Registrable Securities requested to be included by each Holder thereof, FOURTH, to Series F Registrable Securities requested to be included in such registration at the time of filing such registration statement by Holders (other than Class A Holders), if any, pro rata based on the number of such Series F Registrable Securities requested to be included by each Holder thereof and FIFTH, to Series F Registrable Securities requested to be included in such registration at the time of filing such registration statement by Class A Holders and Additional Shares requested to be included in such registration by Other Stockholders (including those Other Stockholders exercising demand registration rights and on whose account the Company determined to register securities pursuant to the exercise of such demand registration right, or otherwise), pro rata based on the number of such Series F Registrable Securities and Additional Shares, as the case may be, requested to be included by each Holder or holder thereof; PROVIDED, HOWEVER, that if at the time of such registration the Common Stock of the Company shall be publicly traded, and on each day on which the Common Stock is traded during the three-month period immediately preceding the date on which the Company shall have given notice of such registration pursuant to Section 3.1(a), the Common Stock shall have a Daily Closing Price which is equal to or greater than $18.75 (as such number may be adjusted appropriately for stock splits, subdivisions, combinations, reclassifications or other recapitalizations), then the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own accountFIRST, to the Company Shares for securities being sold for its the Company's own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicableSECOND, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Series G/H Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested Holders to be included in such registration at the time of filing the such registration statement, pro rata based on the number of such Series G/H Registrable Securities requested to be included by each Holder thereof, THIRD, to Series J Registrable Securities requested by Holders to be included in such registration at the time of filing such registration statement, pro rata based on the number of such Series J Registrable Securities requested to be included by each Holder thereof, and FOURTH, to Series F Registrable Securities requested by Holders to be included in such registration at the time of filing such registration statement and to Additional Shares requested to be included in such registration by Other Stockholders at the time of filing such registration statement (including those Other Stockholders exercising demand registration rights and on whose account the Company determined to register its securities pursuant to the exercise of such demand registration right, or otherwise), pro rata based on the number of such Series F Registrable Securities and such Additional Shares requested to be included by each Holder or holder thereof. Notwithstanding anything herein to the contrary, the Holders who have requested to have Registrable Securities included in such registration shall be entitled to include not less than 25% of the shares (other than Company Shares) being registered in such offering. (b) If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he such Person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.