Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for a registration pursuant to this Section 2.1 that involves an underwritten offering shall advise the Company that, in its reasonable opinion, the inclusion of the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event that the number of Registrable Securities to be included in any registration is reduced (but not to zero), the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Holders, on the basis of the relative --- ---- number of shares of such Registrable Securities each such Holder had requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Priority in Incidental Registration. Notwithstanding anything If a registration pursuant to ----------------------------------- this Section 2 involves an underwritten offering and the contrary contained managing underwriter(s) in this Agreementgood faith advise(s) BAMSI in writing that, in its opinion, the number of securities which BAMSI, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then BAMSI will include in such registration (i) first, if the managing underwriter for a registration pursuant to this Section 2.1 that involves an underwritten offering shall advise the Company that2 was initiated by Other Holders exercising demand registration rights, in its reasonable opinion, the inclusion 100% of the amount and kind securities such Other Holders propose to sell (except to the extent the terms of Registrable Securities to be sold for the account of Holders would adversely affect the success such Other Holders' registration rights provide otherwise); (ii) second, 100% of the offering securities BAMSI proposes to sell for its own account; (iii) third, to the Company or any other Person for whose account equity securities are to be sold, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event extent that the number of Registrable Securities securities which such Other Holders exercising demand registration rights and BAMSI propose to be included in any registration sell is reduced (but not to zero), less than the number of such Registrable Securities included securities which BAMSI has been advised can be sold in such registration shall be allocated pro rata among all requesting Holdersoffering without having the adverse effect referred to above, on the basis of the relative --- ---- such number of shares of such Registrable Securities each such Holder had Shares which the Holders have requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included2(a) hereof and which, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as opinion of such managing underwriter(s), can be sold without having the adverse effect referred to which such withdrawal election was madeabove; providedand (iv) fourth, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase extent that the number of shares securities which are to be included in such registration on a pro --- rata basis by an aggregate amount equal pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of shares withdrawn ---- pursuant securities which BAMSI has been advised can be sold in such offering without having the adverse effect referred to the Withdrawal Noticeabove, subject such number of other securities requested to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then be included in the event that offering for the adjustments provided for account of any Other Holders which, in this section shall the opinion of such managing underwriter(s), can be applied, they shall be applied sold without having the adverse effect referred to such Holders and to such other selling shareholders alikeabove.

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for If a registration pursuant to this Section 2.1 that 2 involves an underwritten offering shall advise and the Company managing underwriter(s) in good faith advise(s) AremisSoft in writing that, in its reasonable opinion, the inclusion number of securities that AremisSoft, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the amount securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and kind (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities Shares that the Holders have requested to be sold for the account included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders would adversely affect the success exercising incidental or "piggyback" registration rights of the offering for the Company or any other Person for whose account equity securities are equal priority have requested to be soldincluded in such registration and which collectively, then in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Securities Shares requested to be sold for the account of such Holders shall be reduced (and may be reduced registered pursuant to zeroSection 2(a) in accordance with the managing underwriter's recommendation. In the event that hereof plus the number of Registrable Securities securities requested to be included registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in any registration is reduced (but not such offering without having the adverse effect referred to zero)above, the number of such Registrable Securities Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among all requesting Holders, such Holders and such Other Holders on the basis of the relative --- ---- number of shares of such Registrable Securities Shares or other securities that each such Holder had and Other Holder has requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for a registration pursuant to this Section 2.1 that involves an underwritten offering shall advise the Company that, in its reasonable opinion, the inclusion of the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event that the number of Registrable Securities to be included in any registration is reduced (but not to zero), the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Holders, on the basis of the relative --- ---- number of shares of such Registrable Securities each such Holder had requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for If a registration pursuant to this Section 2.1 that 2 involves an underwritten offering shall advise and the Company managing underwriter(s) in good faith advise(s) Track 'n Trail in writing that, in its reasonable opinion, the inclusion number of securities that Track 'n Trail, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then Track 'n Trail will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the amount securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities Track 'n Trail proposes to sell for its own account; and kind (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and Track 'n Trail propose to sell is less than the number of securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities Shares that the Holders have requested to be sold for the account included in such registration pursuant to Section 2(a) hereof and such number of securities that Other Holders would adversely affect the success exercising incidental or "piggyback" registration rights of the offering for the Company or any other Person for whose account equity securities are equal priority have requested to be soldincluded in such registration and which collectively, then in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Securities Shares requested to be sold for the account of such Holders shall be reduced (and may be reduced registered pursuant to zeroSection 2(a) in accordance with the managing underwriter's recommendation. In the event that hereof plus the number of Registrable Securities securities requested to be included registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that Track 'n Trail has been advised can be sold in any registration is reduced (but not such offering without having the adverse effect referred to zero)above, the number of such Registrable Securities Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among all requesting Holders, such Holders and such Other Holders on the basis of the relative --- ---- number of shares of such Registrable Securities Shares or other securities that each such Holder had and Other Holder has requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for If a registration pursuant to this Section 2.1 that 2 involves an underwritten offering shall advise and the Company managing underwriter(s) in good faith advise(s) Track 'n Trail in writing that, in its reasonable opinion, the inclusion number of securities that Track 'n Trail, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then Track 'n Trail will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the amount securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities Track 'n Trail proposes to sell for its own account; iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and kind Track 'n Trail propose to sell is less than the number of securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities Shares that the Holders have requested to be included in such registration pursuant to Section 2(a) hereof and which, in the opinion of such managing underwriter(s), can be sold for without having the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are adverse effect referred to be sold, then above (provided that if the number of Registrable Securities Shares requested to be sold for the account of such Holders shall be reduced (and may be reduced registered pursuant to zeroSection 2(a) in accordance with the managing underwriter's recommendation. In the event that hereof exceeds the number of Registrable Securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to be included in any registration is reduced (but not to zero)above, the number of such Registrable Securities Shares to be included in such registration by the Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); and (iv) fourth, to the extent that the number of securities that are to be included in such registration pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the number of securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the offering for the account of any Other Holders that, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 2(b) shall be allocated pro rata among all requesting Holders, such Other Holders on the basis of the relative --- ---- number of shares of such Registrable Securities securities each such Other Holder had has requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.

Priority in Incidental Registration. Notwithstanding anything In a registration ----------------------------------- pursuant to ----------------------------------- the contrary contained in this AgreementSection 4.2 (and not involving a Registration Request) involving an underwritten offering, if the managing underwriter for a registration pursuant to this Section 2.1 that involves an of such underwritten offering shall advise inform the Company that, in and the relevant Stockholders by letter of its reasonable opinion, the inclusion of belief that the amount and kind of Registrable Securities to be sold for the account of Holders would adversely affect the success of the offering for the Company or any other Person for whose account equity securities are to be sold, then the number of Registrable Securities to be sold for the account of such Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event that the number of Registrable Securities to be included in any such registration would adversely affect the ability to effect such offering, then the Company will be required to include in such registration only the amount of securities which it is reduced (but not to zero), the number of such Registrable Securities so advised should be included in such offering. In such event: (x) in cases initially involving the registration for sale of Common Stock for the Company's own account, securities shall be allocated pro rata among all requesting Holdersregistered in such offering as follows: (i) first, on the basis of the relative --- ---- number of shares of such Registrable Common Stock which the Company proposes to register, (ii) second, the Securities each such Holder had which have been requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder 4.2 and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice securities of Persons party to the Company within 10 days of the date the Withdrawal Notice is given, Stockholders' and Registration Rights Agreement which have been requested to increase the number of shares be included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal NoticeStockholders' and Registration Rights Agreement (pro rata based on the amount of securities sought to be registered by such Persons), subject (iii) third, 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 (y) in cases not initially involving the registration for sale of Common Stock for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, the Securities of Stockholders which have been requested to be included in such registration pursuant to this Section 4.2 and the 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 total amount of securities sought to be registered by such Persons), (iii) third, securities of other terms Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of this Section 2.1. In a registration involving not only Holders but also other selling shareholderssecurities sought to be registered by such Persons) and (iv) fourth, then in the event that shares of Common Stock which the adjustments provided for in this section shall be applied, they shall be applied Company proposes to such Holders and to such other selling shareholders alikeregister.

Priority in Incidental Registration. Notwithstanding anything to ----------------------------------- the contrary contained in this Agreement, if the managing underwriter for If a registration pursuant to this Section 2.1 that 2 involves an underwritten offering shall advise and the Company managing underwriter(s) in good faith advise(s) AremisSoft in writing that, in its reasonable opinion, the inclusion number of securities that AremisSoft, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, one hundred percent (100%) of the amount securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, one hundred percent (100%) of the securities AremisSoft proposes to sell for its own account; and kind (iii) third, to the extent that the number of securities that such Other Holders exercising demand registration rights and AremisSoft propose to sell is less than the number of securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities Shares that the Holders have requested to be sold for the account included in such registration pursuant to Section 2.1 hereof and such number of securities that Other Holders would adversely affect the success exercising incidental or "piggyback" registration rights of the offering for the Company or any other Person for whose account equity securities are equal priority have requested to be soldincluded in such registration and which collectively, then in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of Registrable Securities Shares requested to be sold for the account of such Holders shall be reduced (and may be reduced registered pursuant to zero) in accordance with the managing underwriter's recommendation. In the event that Section 2.1 hereof plus the number of Registrable Securities securities requested to be included registered by Other Holders exercising such incidental or "piggyback" registration rights exceeds the number that AremisSoft has been advised can be sold in any registration is reduced (but not such offering without having the adverse effect referred to zero)above, the number of such Registrable Securities Shares and other securities to be included in such registration by the Holders and such Other Holders shall be allocated pro rata (based on Common Stock equivalents) among all requesting Holders, such Holders and such Other Holders on the basis of the relative --- ---- number of shares of such Registrable Securities Shares or other securities that each such Holder had and Other Holder has requested to be included in such registration. If, as a result of the proration provisions of this paragraph (b) of this Section 2.1, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to Section 2.1 that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from the registration by giving irrevocable notice thereof to each other Holder and the Company (the "Withdrawal Notice"); provided, however, that such withdrawal election shall be irrevocable and, after -------- ------- making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal election was made; provided, further, that the remaining Holders shall have the right, by -------- ------- giving notice to the Company within 10 days of the date the Withdrawal Notice is given, to increase the number of shares included in such registration on a pro --- rata basis by an aggregate amount equal to the number of shares withdrawn ---- pursuant to the Withdrawal Notice, subject to the other terms of this Section 2.1. In a registration involving not only Holders but also other selling shareholders, then in the event that the adjustments provided for in this section shall be applied, they shall be applied to such Holders and to such other selling shareholders alike.