Common use of Marketing Arrangements Clause in Contracts

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), (i) any Stockholder requests registration of Registerable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid and each Stockholder desiring to register his Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid for Shares to be sold for the account of uBid except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d). Second Priority shall be to a Stockholder who has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid for Shares to be sold for the account of uBid that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders who have Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBid. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), if (i) any Stockholder PC Mall requests registration of Registerable Registrable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "“Maximum Amount"”) (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid eCost and each Stockholder desiring to register his Shares by such registration PC Mall shall have a right to participate in such offering in the following order of priority (a "“Priority"”) until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost, except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for hereof, in which case the priority provisions of Section 2(d)Second Priority shall be followed. Second Priority shall be to a Stockholder who has made PC Mall pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d))hereof. Third Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders who have PC Mall’s Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBideCost. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid eCost represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid eCost agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. 35.1 For so long as the Minority Shareholder holds [***] (aor more) Except as otherwise provided in Section 2(d), (i) any Stockholder requests registration of Registerable the voting rights of the Shares, the Majority Shareholder shall present the Board with any Marketing Arrangement prior to any Group Company entering into any such Marketing Arrangement for approval as a Board Reserved Matter. 35.2 If the Board does not approve the draft Marketing Arrangement as a Board Reserved Matter, the Majority Shareholder may revise the draft (iihaving due regard to any reasonable comments raised by each of the Directors) and again present it to the offering proposed Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement with immediate effect from the relevant Deadlock Matter deadline contemplated under Clause 17.4, provided that such Non-fee Provisions are on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time; and 35.3.2 any Fee Provisions of such draft Marketing Arrangement which remain unresolved (each, an “Unresolved Fee Provision”) shall be capable of being referred to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”). If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 in respect of such Unresolved Fee Provision, then the relevant Unresolved Fee Provision shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement, provided that such Unresolved Fee Provision is on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time. 35.4 Notwithstanding the provisions of Clause 3.1.2, none of the following shall constitute a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed to be made is approved by Super Majority Board Approval in accordance with Clause 35.3.1; or 35.4.2 any Unresolved Fee Provisions referred to (and determined by) an Expert pursuant to Clause 36 of this Agreement or otherwise automatically deemed to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included approved by Super Majority Board Approval in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid and each Stockholder desiring to register his Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid for Shares to be sold for the account of uBid except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d). Second Priority shall be to a Stockholder who has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid for Shares to be sold for the account of uBid that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders who have Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares accordance with Clauses 35.3.2 and/or uBid. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statementClause 36. (b) uBid represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), if (i) any the Stockholder requests registration of Registerable Registrable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid eCost and each the Stockholder desiring to register his Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost, except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d), in which case the Second Priority shall be followed. Second Priority shall be to a the Stockholder who if he has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders the Stockholder who have has Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBideCost. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid eCost represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid eCost agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), If (i) any Stockholder requests registration of Registerable Shares, (ii) the offering proposed to be made pursuant to Section 2 hereof is to be an underwritten public offering, and (iiiii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which , that can be marketed at a price reasonably related to the then-then current market value of such securities (or the anticipated market price, if no trading market then exists) , and without materially and adversely affecting such offering or the trading market for Shares, then uBid Company, the Optionholders and each Stockholder other holders of Shares desiring to register his their Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority . FIRST PRIORITY shall be to uBid Company for Shares to be sold for the account of uBid except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d)Company. Second Priority SECOND PRIORITY shall be to a Stockholder shareholders who has have made a Registration Request for a Demand Registration pursuant to Section 2 hereof (subject to a legal, valid, and binding Registration Rights Agreement, whether now or hereafter duly executed and delivered by the cutback provisions of Section 2(d))Company. Third Priority shall be to uBid for Shares to be sold for the account of uBid that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority THIRD PRIORITY shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback Registration or incidental rights on terms comparable to Section 3 hereof 2 (in a registration statement that such holders do not have a right to initiate), including Stockholders shareholders who have Piggyback Registration Rights under this Registration Rights Agreement. Sixth Priority FOURTH PRIORITY shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBidCompany. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), If (i) any Stockholder a Shareholder requests registration of Registerable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-then current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid Company, Shareholders and each Stockholder other holders of Shares desiring to register his their Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: . First Priority shall be to uBid Company for Shares to be sold for the account of uBid except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d)Company. Second Priority shall be to a Stockholder who has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid for Shares to be sold for the account of uBid that do not qualify for First Priority. Fourth Priority shall be to holders of Shares Company securities who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable (regardless of whether or not such holder or holders have initiated the registration statement with respect to Section 2 hereofwhich Shareholders seek to exercise their piggyback rights hereunder). Fifth Third Priority shall be to holders of Shares who have a contractual right granted to such holder holders on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 2 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders Shareholders who have Piggyback Rights under this Agreement. Sixth Fourth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBidCompany. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid Company represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBidCompany's equity securities securities, Shareholders agree that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder they will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder them that is are requested by the managing underwriter, for a period not to exceed one hundred eighty and thirty (180130) days, days commencing fifteen ten (1510) days prior to the anticipated commencement commencing date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid)Company. (d) uBid agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), if (i) any Stockholder PC Mall requests registration of Registerable Registrable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid eCost and each Stockholder desiring to register his Shares by such registration PC Mall shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost, except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for hereof, in which case the priority provisions of Section 2(d)Second Priority shall be followed. Second Priority shall be to a Stockholder who has made PC Mall pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d))hereof. Third Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders who have PC Mall's Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBideCost. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid eCost represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid eCost agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), (i) any Stockholder requests registration of Registerable Registrable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "“Maximum Amount"”) (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid eCost and each Stockholder desiring to register his Shares by such registration shall have a right to participate in such offering in the following order of priority (a "“Priority"”) until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost, except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d), in which case the Second Priority shall be followed. Second Priority shall be to a Stockholder who has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid eCost for Shares to be sold for the account of uBid eCost that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders a Stockholder who have has Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBideCost. To the extent that some but not all of the Shares owned by persons within any of the Priorities listed above are not included within the Maximum Amount, the Shares to be included in the registration statement shall be allocated pro rata to holders in such Priority in proportion to the respective numbers of Shares each such person in such Priority wishes to include in the registration statement. (b) uBid eCost represents and warrants that it has not granted any registration rights or entered into any agreements obligating it to register any of its securities under the Act that are inconsistent with the foregoing priorities. (c) In connection with any underwritten public offering of uBid's equity securities that is anticipated to commence prior to two (2) years from the date of the Distribution, each Stockholder agrees that such Stockholder will agree in writing to any restrictions on the sale of Registerable Shares owned by such Stockholder that is requested by the managing underwriter, for a period not to exceed one hundred eighty (180) days, commencing fifteen (15) days prior to the anticipated commencement date of the underwritten public offering; provided, however, that such restrictions shall not relate to Registerable Shares being registered, nor shall such restrictions be imposed unless restrictions at least as burdensome are imposed on each executive officer (as defined under the Securities Exchange Act of 1934) or director of uBid). (d) uBid eCost agrees that it will not incur any future obligations to register Shares under the Act that are inconsistent with the Priorities in this Section 6.