Common use of Other Holders’ Registration Clause in Contracts

Other Holders’ Registration. If the registration is an underwritten secondary registration on behalf of any of Other Holders pursuant to demand registration rights arising from a document other than this Agreement and the managing underwriters determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably be expected to be sold within the price range acceptable to the Other Holders, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), second, any securities to be sold for the account of the Company, and third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such securities in such registration, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and Other Holders (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, to eliminate entirely the participation therein of all such Selling Holders and all Other Holders with respect to any securities they are not entitled to demand be included pursuant to demand registration rights.

Other Holders’ Registration. If the registration is an underwritten secondary registration on behalf of any of the Other Holders pursuant to demand registration rights arising from a document other than this Agreement and the managing underwriters determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably be expected to be sold within the price range acceptable to the Company and the Other Holders that are Selling Holders, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), second, any securities to be sold for the account of the Company, and and, third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such (but not being entitled pursuant to demand registration rights to demand inclusion of) securities in such registration, pro rata PRO RATA among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and such Other Holders who have requested that securities owned by them be included (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, right to eliminate entirely the participation therein of all such Selling Holders and all Other Holders with respect to any such securities since they are not entitled to demand be included inclusion of such securities pursuant to demand registration rights).

Other Holders’ Registration. If the registration is an underwritten secondary registration registered offering on behalf of any of the Other Holders pursuant to demand registration rights arising from a document other than this Agreement Agreement, and the managing underwriters underwriter(s) determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably be expected to be sold within the price range acceptable to the Other Holders, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), second, any securities to be sold for the account of the Company, and and, third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such (but not being entitled pursuant to demand registration rights to demand inclusion of) securities in such registration, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and such Other Holders who have requested that securities owned by them be included (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, right to eliminate entirely the participation therein of all such Selling Holders and all Other Holders (or certain selected classes, such as directors and executive officers) with respect to any such securities since they are not entitled to demand be included inclusion of such securities pursuant to demand registration rights).

Other Holders’ Registration. If the registration is an underwritten secondary registration on behalf of any of the Other Holders pursuant to demand registration rights arising from a document other than this Agreement and the managing underwriters determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably be expected to be sold within the price range acceptable to the Company and the Other Holders, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), second, any securities to be sold for the account of the Company, and and, third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such (but not being entitled pursuant to demand registration rights to demand inclusion of) securities in such registration, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and such Other Holders who have requested that securities owned by them be included (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, right to eliminate entirely the participation therein of all such Selling Holders and all Other Holders with respect to any such securities since they are not entitled to demand be included inclusion of such securities pursuant to demand registration rights).

Other Holders’ Registration. If the registration is an underwritten secondary registration on behalf of any of the Other Holders pursuant to demand registration rights arising from a document other than this Agreement and the managing underwriters determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably should be expected to be sold within the price range acceptable to the Other Holdersincluded therein, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), second, any securities to be sold for the account of the Company, and and, third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such (but not being entitled pursuant to demand registration rights to demand inclusion of) securities in such registration, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and such Other Holders who have requested that securities owned by them be included (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, right to eliminate entirely the participation therein of all such Selling Holders and all Other Holders with respect to any such securities since they are not entitled to demand be included inclusion of such securities pursuant to demand registration rights).

Other Holders’ Registration. If the registration is an underwritten secondary registration on behalf of any of Other Holders pursuant to demand registration rights arising from a document other than this Agreement and the managing underwriters determine in good faith that the aggregate number of securities which all Selling Holders, the Company and all Other Holders propose to include in such registration exceeds the maximum number of securities that can reasonably be expected to be sold within the price range acceptable to the Other Holders, the Company will include in such registration, first, the securities to be sold for the account of the Other Holders demanding registration (but only to the extent such Other Holders are entitled to demand inclusion thereof pursuant to demand registration rights), and second, any securities to be sold for the account of the Company, Company and third, the Registrable Shares of such Selling Holders and other securities to be sold for the account of the Selling Holders and Other Holders entitled and electing to include such securities in such registration, pro rata among the Company and all such Selling Holders and Other Holders, taken together, on the basis of the securities to be sold for the account of the Company plus the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and Other Holders (it being agreed and understood, however, that such managing underwriter(s) shall have the right, as a result of such cutbacks, to eliminate entirely the participation therein of all the Company and such Selling Holders and all Other Holders with respect to any securities they are not entitled to demand be included pursuant to demand registration rights.