Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Registrant in writing that, in its opinion, the number and kind of securities requested to be included in such registration exceeds the number and kind which can be sold in such offering, so as to be likely to have a material adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities), then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities requested to be included in such registration by the selling Holder which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. The Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basis.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2 2.2 involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter advises of such underwritten offering informs the Registrant Company and the Holders in writing that, in of its opinion, opinion that the number and kind of securities requested to be included in such registration exceeds will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number and kind which that the Company is so advised can be sold in (or during the time of) such offering: first, so as such securities proposed by the stockholder exercising the demand registration right to be likely sold for its account; second, such securities requested to have a material adverse effect be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the pricebasis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, timing or distribution such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities offered in such offering as contemplated by so being registered for sale for the Registrant (other than the Registrable Securities), then the Registrant will include in such registration securities all account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities requested to be included in such registration by will adversely affect the selling Holder which, in the opinion success of such managing underwriteroffering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold without having in (or during the adverse effect referred time of) such offering: first, securities proposed by the Company to above. The Registrable Securities be sold for its own account; and second, such securities requested to be included pursuant to incidental registration rights in such registration shall be allocated by the holder or holders, as the case may be, including the Holders, pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities so proposed to be sold by it, all such Holder or Holders security holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities so requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basisincluded.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 8.2 involves an underwritten offering and the managing underwriter advises the Registrant in writing Company that, in its opinion, the number of equity securities (including all Registrable Securities) which the Company, CVCA and kind any other persons propose to include in such registration exceeds the largest 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, the Company will include in such registration up to such maximum number of securities (i) first, all the securities the Company initially proposes to sell for its own account or for the account of any security holder pursuant to any contractual requirement to register securities, and (ii) second, to the extent that the number of securities referred to in clause (i) is less than the number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration exceeds by CVCA pursuant to Section 8.2 or by any other holder of securities electing to register securities pursuant to any similar registration rights agreement; PROVIDED that if the number and kind which can be sold in such offering, so as to be likely to have a material adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities), then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities requested to be included in such registration by CVCA pursuant to Section 8.2, together with the selling Holder which, number of securities which the Company proposes to sell for its own account or for the account of any security holder pursuant to any contractual requirement to register securities to be included in such registration pursuant to clause (i) of this Section exceeds the opinion of such managing underwriter, number which the Company has been advised can be sold in such offering without having the adverse effect referred to above. The , the number of such Registrable Securities requested to be included in such registration by CVCA pursuant to Section 8.2 shall be limited to such extent and shall be allocated pro rata PRO RATA among all holders requesting Holders such registration pursuant to Section 8.2 or any similar registration rights agreement on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basisregistration.

Priority in Incidental Registrations. If a any registration pursuant to this Section 2 2.2 involves an underwritten offering and the managing underwriter advises underwriter(s) of such offering shall inform the Registrant Company in writing that, in of its opinion, belief that the number and kind of securities requested to be included in such registration exceeds the number and kind which can be sold in such offering, so as to be likely to have a material adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities), then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities requested to be included in such registration by or offering, when added to the selling Holder whichnumber of other equity securities to be offered in such registration or offering, would materially adversely affect such offering, then the Company shall include in such registration or offering, to the opinion extent of such managing underwriter, the number and type which the Company is so advised can be sold in (or during the time of) such registration or offering without having so materially adversely affecting such registration or offering (the adverse effect referred “Section 2.2 Sale Amount”), (i) all of the securities proposed by the Company to above. The be sold for its own account; (ii) thereafter, if the Participating Holders hold Registrable Securities that constitute, or upon conversion thereof would constitute, a Qualifying Ownership Interest (as defined in the Purchase Agreement), to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities requested by the Participating Holders (provided that if all of the Registrable Securities requested by the Participating Holders may not be included in such registration included, the Participating Holders shall be allocated entitled to participate on a pro rata among all requesting Holders basis based on the basis of the relative aggregate number of shares of Registrable Securities then held requested by each such Holder the Participating Holders to be registered); and (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect iii) thereafter, to the priority of securities extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities required by the Participating Holders (if the Participating Holders did not have the right to be included include Registrable Securities in a the registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders clause (ii) above) and such any other persons to fairly allocate the shares securities of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities requested to be included by such third party shall first be included in Company stockholders holding other such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included rights on a pro rata basisbasis based on the aggregate number of shares requested by the Participating Holders and the other Company stockholders to be registered.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Registrant Company in writing that, in its opinion, the number and kind of securities requested to be included in such registration exceeds the number and kind which can be sold in such offering, so as to be reasonably likely to have a material an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities), then the Registrant Company will include in such registration securities all (i) first, 100% of the securities securities, if any, the Registrant Company proposes to sell sell, after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement; provided that the registration of shares of Common Stock contemplated by this Section 2 was initiated by the Company with respect to shares intended to registered for sale for its own account, ("Registrant Securities"ii) plus second, the number of securities held by a party to an Other Registration Rights Agreement that the Company is required (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the proposed registration of shares of Common Stock by a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration pursuant to an Other Registration Rights Agreement and (iii) third, to the extent of the number and kind of Registrable Securities requested to be included in such registration by the selling Holder which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. The , the number of Registrable Securities which the Holders have requested to be included in such registration shall registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, that the number and kinds of securities Registrable Securities requested to be included by such third party shall first be included in such registration and securities which the Company is so required to include in such registration in accordance with any Other Registration Rights Agreement is less than the number and kind which, in the opinion of securities requested to the managing underwriter, can be included by the Holderssold, the Company and any other persons entitled may include in such registration the securities it proposes to sell up to the number of securities pursuant to such registration shall then that, in the opinion of the underwriter, can be included on a pro rata basissold.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten public offering and the managing underwriter or underwriters in its judgment advises the Registrant Company in writing that, in its opinion, the number and kind of securities which the Company, 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 the Company shall include in such registration (i) first, if the registration pursuant to this Section 2 was initiated by Other Holders exercising demand registration rights, 100% of the securities such Other Holders propose to sell (except to the extent the terms of such Other Holders' registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account, if any; (iii) third, to the extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares which the Holders have requested to be included in such registration exceeds the number and kind which can be sold in such offering, so as to be likely to have a material adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities), then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 2(a) or other piggyback or incidental registration by the selling Holder rights and which, in the opinion of such managing underwriterunderwriter or underwriters, can be sold without having the adverse effect referred to above. The , such number of Registrable Securities Shares and securities to be included in such registration shall be allocated on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such Holders and Other Holders (provided, that if the number of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities Shares requested to be included in a such registration by the Holders pursuant to Section 2(a) and permitted to be included in such registration by the Holders pursuant to this Section 22(b) exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares number of such securities Registrable Shares to be sold included in such registration by it, the Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder or Holders and such other persons pursuant has requested to be included in such registration); providedand (iv) fourth, that, if a to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) of this Section 2 is effected pursuant to 2(b) is, in the demand registration rights aggregate, less than the number of a third party with whom securities which the Company has a contractual obligationbeen advised can be sold in such offering without having the adverse effect referred to above, the such number and kinds of other securities requested to be included by in the offering for the account of any other Persons which, in the opinion of such third party shall first managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number to be allocated pro rata among all holders of such other securities on the basis of the relative number of such other securities each other Person has requested to be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basisregistration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 3(a) involves an underwritten offering and the managing underwriter advises the Registrant Company in writing that, in its opinion, the total number and kind of securities requested shares of Common Stock or Preferred Stock, as the case may be, to be included in such registration registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the maximum number and kind which can of shares of Common Stock or Preferred Stock, as the case may be, specified by the managing underwriter that may be sold in such offering, so as to be likely to have a material adverse effect on distributed without adversely affecting the price, timing or distribution of such shares of Common Stock, or Preferred Stock, as the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities)case may be, then the Registrant will Company shall include in such registration securities only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the securities shares of Common Stock that the Registrant Company proposes to sell for its own account, if any, and ("Registrant Securities"ii) plus such number and kind second, the Registrable Securities of the other holder(s) of Registrable Securities requested to be included in such registration by Incidental Registration. To the selling Holder whichextent that shares of Common Stock or Preferred Stock, in as the opinion of such managing underwritercase may be, can be sold without having the adverse effect referred to above. The Registrable Securities to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (ii) above, such registration shares shall be allocated pro rata among all requesting Holders the holders(s) of Registrable Securities based on the basis of the relative number of shares of Common Stock or Preferred Stock, as the case may be, that such holders(s) of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities have requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basistherein.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 1.2 involves an underwritten offering offering, and the managing or lead underwriter advises or underwriters shall advise the Registrant Company in writing (a copy of which shall be provided by the Company to each Person requesting registration of Eligible Securities or other securities of the Company), that, in its or their opinion, the number and kind of securities requested and otherwise proposed to be included in such registration exceeds the number and kind which that can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, up to the number of securities that the Company is so advised can be sold in such offering: (i) if the registration is a primary registration on behalf of the Company which is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, so as (w) first, the securities proposed to be likely included by the Cable Partners pursuant to have a material adverse effect on the priceCable Partner Registration Rights Agreement (if then in effect), timing or distribution of (x) second, the securities offered in such offering as contemplated proposed to be included by the Registrant Company, (other than y) third, the Registrable Securities), then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Eligible Securities requested to be included in such registration by the selling Holder whichSelling Stockholders and (z) fourth, the securities of other Persons requested to be included in such registration; (ii) if the opinion registration is a primary registration on behalf of such managing underwriterthe Company which is effected after the CP Preference Period or does not involve the sale of Sprint PCS Stock, can (x) first, the securities proposed to be sold without having included by the adverse effect referred to above. The Registrable Company, (y) second, the Eligible Securities proposed to be included in such registration shall be allocated pro rata among all requesting Holders on by the basis Selling Stockholders and, if the registration involves the sale of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities to be included in a registration pursuant to this Section 2Sprint PCS Stock, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the HoldersCable Partners pursuant to the Cable Partner Registration Rights Agreement each pro rata in accordance with the number of Eligible Securities so proposed to be included (if then in effect), and (z) third, the securities of other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority); and (iii) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or Persons, (x) second, the securities proposed to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement (other than the Cable Partner or Cable Partners, if any, which initiated such secondary registration), (y) third, the securities of the Company and the Eligible Securities requested to be included in such registration by the Selling Stockholders, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities so requested to be included, respectively, and (z) fourth, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; and (iv) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected after the CP Preference Period or does not involve the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or Persons, (x) second, if such party exercising demand registration rights is a Cable Partner, then any other Cable Partners exercising incidental registration rights pursuant to the Cable Partner Registration Rights Agreement, (y) third, the securities of the Company, the Eligible Securities requested to be included in such registration by the Selling Stockholders and, if the registration involves the sale of Sprint PCS Stock but the party exercising demand registration rights is not a Cable Partner, the securities requested to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities and other securities so requested to be included, respectively, and (z) third, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority). Notwithstanding the aforesaid, if at any time the Company proposes to effect a registration under this Section 1.2 the Selling Stockholders are entitled to sell securities effect a disposition of Eligible Securities pursuant to such registration Rule 144(k) (or any successor provision) under the Securities Act, the aforesaid priorities shall then be changed so that the Eligible Securities proposed to be included on a pro rata basisby the Selling Stockholders shall have the lowest priority of all securities proposed to be registered in such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2 1.2 involves an underwritten offering and the managing underwriter Underwriter advises the Registrant in writing Parent that, in its opinion, the number and kind of securities requested (including all Registrable Securities) which the Parent, the Shareholders and any other persons propose to be included include in such registration exceeds the largest 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, the Parent will include in such registration up to such maximum number of securities (i) in the case such registration was undertaken initially by Parent for its own account: (1) FIRST, all the securities the Parent initially proposes to sell for its own account, and kind (2) SECOND, to the extent that the number of securities referred to in clause (i)1 is less than the number of securities which the Parent has been advised can be sold in such offering, so as to be likely to have a material offering without having the adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Registrant (other than the Registrable Securities)referred to above, then the Registrant will include in such registration securities all of the securities the Registrant proposes to sell ("Registrant Securities") plus such number and kind of Registrable Securities requested to be included in such registration by the selling Holder which, Shareholders pursuant to Section 1.2(a) or by any other holder of securities electing to register securities pursuant to any similar registration rights agreement pro rata on the basis of the relative number of securities requested by each of them to be included in such registration or (ii) in the opinion case such registration was undertaken on behalf of holders (the "Demanding Holders") other than the Shareholders: (1) FIRST, all of the securities such managing underwriterDemanding Holders propose to include and (2) SECOND, to the extent that the number of securities referred to in clause (ii)1 is less than the number of securities which the Parent has been advised can be sold in such offering without having the adverse effect referred to above. The , then all Registrable Securities requested to be included in such registration shall be allocated by the Shareholders pursuant to Section 1.2(a) or by any other holder of securities electing to register securities pursuant to any similar registration rights agreement pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held securities requested by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). In the event the Registrant is faced with a conflict between its obligations under this Section 2 and pre-existing obligations to persons who are not Holders hereunder with respect to the priority of securities them to be included in a registration pursuant to this Section 2, the Registrant shall at such time endeavor to arrange with the Holder or Holders and such other persons to fairly allocate the shares of such securities to be sold by it, such Holder or Holders and such other persons pursuant to such registration; provided, that, if a registration pursuant to this Section 2 is effected pursuant to the demand registration rights of a third party with whom the Company has a contractual obligation, the number and kinds of securities requested to be included by such third party shall first be included in such registration and the number and kind of securities requested to be included by the Holders, the Company and any other persons entitled to sell securities pursuant to such registration shall then be included on a pro rata basis.