Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may be.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinionview, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the CompanyCompany up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Company Management Stockholders shall not be entitled to participate in any such registration requested by the Xxxxx or the Outside Stockholders (including any Take-down Transaction) to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities)faith, that the participation of management such Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 1.1 or 7.2 (including any Take-down Transaction) 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of the offer and sale of Registrable Securities) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe THL Group, the Outside Stockholders Third Party Investors and the Company Stockholders, Management Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Management Stockholders (and any successor managers of the Company Stockholders shall and its subsidiaries) will not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) THL Parties to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Company Stockholders Management Stockholders, if any, which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 1.1 or 7.21.2, as the case may be. The THL Parties shall use their commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the second preceding sentence of this Section 1.5.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 hereof involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable SecuritiesEndo LLC) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registration, to the extent of registration the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of XxxxxEndo LLC and up to ----- the full number of shares of Common Stock requested to be included in such registration by the Management Stockholders (as defined in that certain amended and restated stockholders agreement, dated as of July 14, 2000, by and among the Outside Stockholders Company, Endo LLC, and the Company Stockholdersother parties named therein (the "Stockholders ------------ Agreement")), on a allocated pro rata among Endo LLC and the Management Stockholders --------- on the basis (based on of the number of shares of Registrable Securities owned Common Stock requested to be included therein by each such Stockholder), Endo LLC and the Management Stockholders and second, the securities, ------ if any, being sold by the Company. Notwithstanding the foregoing, the Management Stockholders (and any successor managers of the Company Stockholders shall and its subsidiaries) will not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) Endo LLC to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities)writing, that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.5, Neither the Company shall nor Endo LLC will be required to give the affected holders any notice to any holder of Registrable Securities notice of with respect to a given offering if such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beholder is to be excluded from such offering pursuant to this Section 1.4.

Priority in Demand Registrations. Whenever the Company effects a registration pursuant to Section 1.1 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Majority Holders consent in writing to the inclusion therein of such other securities, which consent may be subject to terms and conditions determined by the Majority Holders in their sole discretion. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Initiating Stockholder and the Participating Stockholders and the Company StockholdersManagement Stockholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholderholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Management Stockholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) an Initiating Stockholder to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management the Management Stockholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of XxxxxDLI LLC, the Outside Stockholders and the Company Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Management Stockholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders DLI LLC (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of XxxxxPoseidon LLC, the Outside Stockholders Management Stockholders, if any, and the Company StockholdersOutside Investors, if any, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Management Stockholders, if any, shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) Poseidon LLC to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 1.1 or 7.2 (including any Take-down Transaction) 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company StockholdersSecurityholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderSecurityholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Management Securityholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) Hayfords to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management (which, if Xxxx-Xxxxxx Xxxxx is no longer CEO, would not necessarily include him, but instead would be subject to a determination of the managing underwriter at that time as to whether he would be viewed by investors as a member of “management”) would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders Management Securityholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 1.1 or 7.21.2, as the case may be.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders Xxxxx Investors and the Company StockholdersXxxxxx, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Xxxxxx shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management Xxxxxx would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders Xxxxxx which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinionview, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders OTPP and the Company Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Management Stockholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders OTPP (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe LLC, the Outside Stockholders Management Stockholders, if any, and the Company StockholdersOutside Investors, if any, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Management Stockholders, if any, shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) LLC to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 Sections 1.1 or 7.2 1.2 (including any Take-down Down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinionview, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, Shareholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the CompanyCompany up to the amount which the Company is so advised can be sold in such offering without such material adverse effect. Notwithstanding the foregoing, the Company Stockholders Management Shareholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders any Requesting Shareholder (including any Take-down Down Transaction) to the extent that the Board (or similar governing body), in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities)faith, that the participation of management such Management Shareholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders Management Shareholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 1.1 or 7.2, as the case may be1.2.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering priceprice of the offering, the Company shall will include in such registration, registration up to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, firstFIRST, the Registrable Securities of Xxxxxthe Investor Stockholders, the Outside Stockholders Other Investors and the Company Management Stockholders, on a pro rata PRO RATA basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and secondSECOND, the securities, if any, being sold by the Company. Notwithstanding the foregoing, no Management Stockholder (or any successor manager of the Company Stockholders shall not and its subsidiaries) will be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) an Investor Stockholder to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management such Management Stockholder would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Company those Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registrationadverse effect. In the event of any such determination under this Section 7.51.5, the Company shall give the affected holders of Registrable Securities Management Stockholders notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.2.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceprice or marketability of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe LLC, the Outside Stockholders Investors, if any, and the Company StockholdersManagement Shareholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Management Shareholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) LLC to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders Management Shareholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Transaction) involves an underwritten offering, and the managing underwriter selected by the LLC (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firmfirm selected by the LLC) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering priceprice or marketability of the securities being sold in such registration, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe LLC, the Outside Stockholders Investors, if any, and the Company StockholdersManagement Shareholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Stockholders Management Shareholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders LLC (including any Take-down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firmfirm selected by the LLC) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management the Management Shareholders would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Stockholders Management Shareholders (up to the pro rata amount specified in the previous sentence) which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 1.1 (including any Take-down Down Transaction) involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, and otherwise proposed to be included in such registration, exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Company Management Stockholders shall not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders OTPP (including any Take-down Down Transaction) to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.4, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beSection 1.1.

Priority in Demand Registrations. If a registration pursuant to -------------------------------- Section 7.1 or 7.2 (including any Take-down Transaction) 1.1 hereof involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable SecuritiesEndo LLC) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registration, to the extent of registration the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of XxxxxEndo LLC and up to ----- the full number of shares of Common Stock requested to be included in such registration by the Management Stockholders (as defined in that certain amended and restated stockholders agreement, dated as of ______ __, 2000, by and among the Outside Stockholders Company, Endo LLC, and the Company Stockholdersother parties named therein (the "Stockholders ------------ Agreement"), on a allocated pro rata among Endo LLC and the Management Stockholders --------- on the basis (based on of the number of shares of Registrable Securities owned Common Stock requested to be included there in by each such Stockholder), Endo LLC and the Management Stockholders and second, the ------ securities, if any, being sold by the Company. Notwithstanding the foregoing, the Management Stockholders (and any successor managers of the Company Stockholders shall and its subsidiaries) will not be entitled to participate in any such registration requested by Xxxxx or the Outside Stockholders (including any Take-down Transaction) Endo LLC to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities)writing, that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Company Management Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.5, Neither the Company shall nor Endo LLC will be required to give the affected holders any notice to any holder of Registrable Securities notice of with respect to a given offering if such determination and in lieu of the notice otherwise required under Sections 7.1 or 7.2, as the case may beholder is to be excluded from such offering pursuant to this Section 1.4.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 or 7.2 (including any Take-down Transaction) Demand Registration involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, timing or distribution, the Company shall include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe CVC Stockholders and OTPP, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), second, the Outside Stockholders and Registrable Securities of the Company Other Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), if any, requested to be included in such Demand Registration pursuant to Section 2 and secondthird, the securities, if any, being sold by the CompanyCompany in such Demand Registration. Notwithstanding the foregoing, Registrable Securities of Other Stockholders who are also employees, officers or directors of the Company Stockholders shall will not be entitled to participate included in any such registration requested by Xxxxx CVC or the Outside Stockholders (including any Take-down Transaction) OTPP to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management such employees, officers or directors would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares Registrable Securities of Other Stockholders who are also employees, officers or directors of the Company Stockholders which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.6, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 Section 1.1 or 7.21.2, as the case may be.

Priority in Demand Registrations. If a registration pursuant to Section 7.1 1.1 or 7.2 (including any Take-down Transaction) 1.2 involves an underwritten offering, and the managing underwriter (or, in the case of an offering which is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Person requesting registration of the offer and sale of Registrable Securities) that, in its opinion, the number of securities requested, requested and otherwise proposed to be included in such registration, registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price, the Company shall will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the Registrable Securities of Xxxxxthe Xxxxx Group, the Outside Stockholders Third Party Investors and the Company Stockholders, Management Stockholders on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), and second, the securities, if any, being sold by the Company. Notwithstanding the foregoing, the Management Stockholders (and any successor managers of the Company Stockholders shall and its subsidiaries) will not be entitled to participate in any such registration requested by the Xxxxx or the Outside Stockholders (including any Take-down Transaction) Parties to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities), that the participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company shall will include in such registration that number of shares of the Company Stockholders Management Stockholders, if any, which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration. In the event of any such determination under this Section 7.51.5, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required under Sections 7.1 1.1 or 7.21.2, as the case may be. The Xxxxx Parties shall use their commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the second preceding sentence of this Section 1.5.