Common use of Priority in Cutback Registrations Clause in Contracts

Priority in Cutback Registrations. If a Requested Registration becomes a Cutback Registration, the Company will include in any such registration, to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering, (i) FIRST, Registrable Securities requested to be included in such registration by the Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, (ii) SECOND, other Registrable Securities requested to be included in such registration by the other Requesting Holders (if any), PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (iii) THIRD other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Requested Registration. If the Requesting Holders are unable to register at least eighty-five percent (85%) of the Registrable Securities which they have requested to be registered, then such registration shall not count as a Requested Registration for purposes of this Section 1, and the Requesting Holders will be entitled to request the registration of their Registrable Securities on an additional occasion.

Priority in Cutback Registrations. If a Requested Piggyback Registration becomes a Cutback RegistrationRegistration and such registration as initially proposed by the Company was solely a primary registration of securities for its account or for the account of CPEX, the Company will include in any such registration, registration to the extent of the number amount of the securities which the Managing Underwriter advises the Company can be sold in such offeringoffering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (iB) FIRSTsecond, any securities proposed to be sold by CPEX pursuant to the exercise of its demand registration rights in accordance with the Second Amendment to Contribution and Asset Transfer Agreement among the Company, CPEX and Jxxxxxx X. Xxxxxxxx entered into as of October 24, 2005 (“CPEX Agreement”), (C) third, the Registrable Securities requested to be included in such registration by the Requests for Registration of Requesting Holders, PRO RATA pro rata based on the basis of the number of Registrable Securities requested owned by each such Requesting Holder; provided, that if the number of shares of Participating Stock allocated to be included by such holders, (ii) SECOND, other any Requesting Holder exceeds the amount of Registrable Securities requested to be included specified in such registration by Requesting Holder’s Request for Registration, such excess shares will be allocated pro rata among the other Requesting Holders (if any), PRO RATA based on the basis of the number of Registrable Securities requested to be included owned by the remaining Requesting Holders until all such holders, and (iii) THIRD other securities of the Company proposed to be included in such registration, excess shares are allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any remaining Requesting Holders. Any securities so excluded shall be withdrawn from and shall not be included in such Requested Piggyback Registration. If the Requesting Holders are unable to register at least eighty-five percent (85%) of the Registrable Securities which they have requested to be registered, then such registration shall not count as a Requested Registration for purposes of this Section 1, and the Requesting Holders will be entitled to request the registration of their Registrable Securities on an additional occasion.