Common use of Priority in Demand Registration Clause in Contracts

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) firstFIRST, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) secondSECOND, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) thirdTHIRD, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be ----- included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons)Agreement, (ii) second, provided that no securities sought to be ------ included by the Holders and of Registrable Securities have been excluded from such registration, the Demand Right securities of the other parties to the Stockholder Rights Agreement, (iii) third, provided that no securities sought to be included by the ----- Holders or the other parties to the Stockholder Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iiiiv) thirdfourth, provided that no securities of any other ------ Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company proposes has satisfied its obligation to registereffect one Demand Registration pursuant to Section 2.1 hereof.

Priority in Demand Registration. In a registration pursuant With respect to Section 2.1 hereof involving an underwritten offeringany Demand Registration of Registrable Securities to be sold in one or more Underwritten Offerings, the Company may also provide written notice of such Underwritten Offerings to Other Holders and permit all such Other Holders who request to be included in the Demand Registration to include any or all Company securities held by such Other Holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Underwritten Offering to which any Demand Registration relates advise the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that of Registrable Securities that, in such underwriter's or underwriters' opinion its good faith determination, the total number amount of securities which Registrable Securities that such Holders, Other Holders, and the Selling Holders and any other Person desiring to participate in such registration Company intend to include in such offering Demand Registration is such as to in an amount in the aggregate which would adversely affect the success of such offering, including the price at which such securities can be soldUnderwritten Offering, then the Company will be required to such Demand Registration shall include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, all Registrable Securities of the Holders allocated, if the amount is less than all the Registrable Securities requested to be sold, pro rata on the basis of the total number of Registrable Securities held by such Holders; and (ii) second, as many other securities which have been proposed to be included in the Demand Registration by the Company and any Other Holders, allocated pro rata among the Company and Other Holders, on the basis of the amount of securities requested to be included therein by each such holder so that the total amount of securities to be included in such registration by Underwritten Offering is the Holders full amount that, in the written opinion of Registrable Securities pursuant to this Agreement such managing underwriter, can be sold without materially and adversely affecting the Demand Right Holders (pro rata based on the amount success of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to registerUnderwritten Offering.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Registerable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In a registration pursuant to ------------------------------- this Section 2.1 hereof 4.1 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, shall inform the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein relevant Stockholders by letter of its belief that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring Securities to participate be included in such registration intend to include in such offering is such as to would adversely affect the success of ability to effect such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount that number of securities Securities which it is so advised should be included in such registrationoffering. In such event event, securities of the Company shall be registered in such registration in the following order of priorityoffering as follows: (i) first, the securities Securities of the Requesting Stockholder, its Affiliates and their Permitted Transferees (pro rata based on the amount of Securities sought to be registered by such Persons), (ii) second, the Securities of Stockholders and their respective Affiliates and Permitted Transferees which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement Section 4.2 and the Demand Right Holders securities of Persons party to the Stockholders' and Registration Rights Agreement which have been requested to be included in such registration pursuant to the Stockholders' and Registration Rights Agreement (pro rata based on the amount of securities sought to be registered by such Persons), and (iiiii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registrationthird, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to other contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register).

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

Priority in Demand Registration. In If a registration pursuant to Section 2.1 hereof involving Demand Registration involves an underwritten offering, if offering and the lead managing underwriter or underwriters of such underwritten offering have informed, in writing, advises the Holders of Included Securities and the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein in writing that in such underwriter's or underwriters' opinion its view the total number of securities which the Selling Holders selling Holders, the Company and any other Person desiring Persons that have the contractual right to participate in such registration intend to include in such offering is exceeds the number which can be sold in such as to offering without materially and adversely affect affecting the success of such offering, the offering (including the initial offering price at which such securities can be sold), then the Company will there shall be required to include included in such registration only the amount and type of securities which it is so advised that the lead managing underwriter advises should be included in such registration. In such event event, securities shall be registered included in such registration in the following order of priority: (i) first, the securities which have been requested Included Securities (if necessary, such Included Securities to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (cut back pro rata based on the amount of securities Registrable Securities sought to be registered by such Persons), each Holder participating in the Demand Registration) and (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders Included Securities have been excluded cut back from such registration, securities to be sold for the account of the Company and the securities of other Persons entitled to exercise "piggy-back" registration rights register such securities on the Demand Registration pursuant to contractual commitments of the Company (pro rata based on in the amount order of securities sought to be registered by such Persons) and (iii) third, securities priority determined in accordance with agreements between the Company proposes to registerand such other Persons, if any.

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.contractual

Priority in Demand Registration. In a registration pursuant to Section 2.1 hereof Demand Registration involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, informed the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's ’s or underwriters' ’ opinion the total number of securities which the Selling Holders and any other Person desiring which has exercised “piggy-back” registration rights pursuant to participate in such registration contractual commitments of the Company intend to include in such offering is such as to adversely affect exceeds the success number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Selling Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders Exhibit E (pro rata based on the amount of securities sought to be registered by such Persons), Holders) and (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Selling Holders have been excluded from such registration, the securities of other Persons entitled to exercise "“piggy-back" ” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register).

Priority in Demand Registration. In If Xxxxxxx intends to distribute -------------------------------- the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a registration part of its request made pursuant to this Section 2.1 hereof involving an underwritten offering1.2, if and the managing underwriter or underwriters of Company shall include such underwritten offering have informed, information in writingthe written notice referred to in Section 1.2(a). In such event, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number right of securities which the Selling Holders and any other Person desiring Holder to participate include Registrable Securities in such registration intend to include shall be conditioned upon such Holder's participation in such offering is such underwriting. If the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of Registrable Securities could successfully (as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should and quantity) be included in such registration. In such event securities , then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be registered allocated among all Holders thereof, first to Xxxxxxx and then to all other Holders in such registration in proportion (as nearly as practicable) to the following order amount of priority: (i) firstRegistrable Securities owned by each Holder; provided, however, that the securities which have been requested number of Registrable Securities to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement and the Demand Right Holders (pro rata based on the amount of underwriting shall not be so reduced unless all other securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been are first entirely excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to registerunderwriting.

Priority in Demand Registration. In a registration pursuant to Section 2.1 5.01 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein Registered Stockholder that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders Registered Stockholder and any other Person desiring person entitled to participate in such registration pursuant to Section 5.01 hereof intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event event, securities shall be registered in such registration in the following order of priority: (i) first, the securities Registrable Common Shares which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement Registered Stockholder and the Demand Right Holders (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Holders and the Demand Right Holders have been excluded from such registration, the securities of other Persons persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of Registrable Common Shares held by the Registered Stockholder and the amount of securities held by such Persons), and (ii) second, provided that no securities sought to be registered included by the Registered Stockholder or any other Person sought to be included therein have been excluded from such Persons) and (iii) thirdregistration, securities to be offered and sold for the Company proposes to registeraccount of the Company.