Common use of Participation in Demand Registrations Clause in Contracts

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article II, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities and Common Shares included at the Company's election in a Demand Registration, except with the written consent of the holders of the majority thirty percent (30%), by number of shares, of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders Company and reasonably acceptable to the holders of a majority thirty percent (30%) of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article II, other including securities of the Company, in each caseCompany which are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority:: (i) first, Registrable Securities requested to be included in such registration by Affiliated Shareholders, pro rata among such Affiliated Shareholders requesting such registration on the basis of the number of such securities requested to be included by such Affiliated Shareholders; (ii) second, Common Shares that the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holdersholders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority:

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities and Common Stock included at the Company's election in a Demand Registration, except with the written consent of the holders of the majority a majority, by number of shares, of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders Company and reasonably acceptable to the holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article II, other including securities of the Company, in each caseCompany which are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are is advised by such underwriter can be sold without such an adverse effect (the “Maximum Demand Number”), "MAXIMUM DEMAND NUMBER") as follows and in the following order of priority:: (i) first, Registrable Securities requested to be included in such registration by Affiliated Stockholders, PRO RATA among such Affiliated Stockholders requesting such registration on the basis of the number of such securities requested to be included by such Affiliated Stockholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, PRO RATA on the basis of the amount of such other securities requested to be included.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with If the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and in writing, with a copy to the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Requisite Holders that, in its opinion, the inclusion number of all the Registrable Securities andrequested to be included in a Demand Registration exceeds what can be sold in such offering without a material adverse effect on the offering, if authorized pursuant then the Company will advise the Requisite Holders and will include in such Demand Registration first, all Registrable Securities proposed to this Article IIbe included in the Registration Statement as a result of the exercise of a Demand Registration, pro rata on the basis of the number of shares of such Registrable Securities proposed to be included in such Registration Statement, second, such other securities of the CompanyCompany held by Other Shareholders who have requested that such securities be included in the Registration Statement, in each case, sought pro rata on the basis of the number of shares requested to be registered included therein, if any, up to the maximum number of securities requested to be included in connection with such Demand Registration would adversely affect which the marketability managing underwriter advises the Company can be sold in such offering. If the Requisite Holders disapproves of the number of reduced Registrable Securities sought that can be included on behalf of the Requisite Holders, the Requisite Holders may elect to be sold pursuant thereto, then the Company shall include in the registration statement applicable withdraw therefrom by written notice to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:underwriter.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities sought to be registered pursuant to included in such Demand Registration held by all the Demanding HoldersRegistration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be Fortress and Greenhill, reasonably acceptable to the Company Company, and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article II, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority:: (i) first, up to the number of Registrable Securities requested to be included in such registration by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such registration on the basis of the number of such securities requested to be included by such Stockholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included Annex A-7 in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holdersholders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIparagraph, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then (i) the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”"), as follows and (ii) prior to the inclusion of any securities which are not Registrable Securities requested to be included which in the following order opinion of priority:such underwriters can be sold in an orderly manner within the price range of such offering, all Registrable Securities held by Demanding Sellers are included or, if all such shares exceed the Maximum Demand Number, a pro rata amount of such shares from each Demanding Seller based on the amount of Registrable Securities requested to be included by each such seller.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holdersholders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders holders of a majority of the Registrable Securities held by all the Demanding Holders holders in writing that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIV, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall furnish each such Demanding holder with a copy of such opinion and a notice of the number of Registrable Securities held by such Demanding holder to be included in the registration statement and shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders holders of Registrable Securities sought to be registered therein ("Demanding Sellers") are advised by such underwriter can be sold without such an effect (the “"Maximum Demand Number”"), as follows and in the following order of priority:

Participation in Demand Registrations. The Company Offeror shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company Offeror and whose fees and expenses shall be borne solely by the CompanyCompany Offeror)) advises the Company Offeror and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IIIX, other securities of the CompanyCompany Offeror, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company Offeror shall include in the registration statement applicable to such Demand Registration only such securities as the Company Offeror and the Demanding Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities sought to be registered pursuant to included in such Demand Registration held by all the Demanding HoldersRegistration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be Fortress and Xxxxxxxxx, reasonably acceptable to the Company Company, and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article II, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are is advised by such underwriter can be sold without such an adverse effect (the “"Maximum Demand Number”), ") as follows and in the following order of priority:: (i) first, up to the number of Registrable Securities requested to be included in such registration by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such registration on the basis of the number of such securities requested to be included by such Stockholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company.

Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities sought to be registered pursuant to included in such Demand Registration held by all the Demanding HoldersRegistration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offeringUnderwritten Offering, a nationally recognized independent underwriter investment bank selected by Fortress and Greenhill or, in each case, any of its Permitted Transferees (in each case to the Demanding Holders of extent a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be Stockholder hereunder), reasonably acceptable to the Company Company, and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders Company, in writing, that, in its opinion, the inclusion of all of the Registrable Securities andsecurities, if authorized pursuant to this Article II, other including securities of the Company, in each caseCompany that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the such registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are is advised by such underwriter can be sold without such an adverse effect (the “Maximum Demand Number”), as follows and in the following order of priority:: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities requested to be included by such Stockholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company.