Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If a registration ------------------------------------ pursuant to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 3, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by pursuant to a Demand Registration (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering as hereinafter defined), and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders(s) of Registrable Securities shall have requested to be included by all such holderstherein; provided, however, that (other than with respect to holders of -------- ------- Registrable Securities that are entitled to make a Demand Registration Request (as hereinafter defined)) if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion in such Incidental Registration on a basis other than a pro rata basis if, in the event reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which that can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company shall be required to include in such registration, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder Holder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may beHolder), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Incidental Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the a number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration Underwritten Offering and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are request (based on fully diluted Common Shares represented by or that may be acquired upon exercise of the same class such Registrable Securities) or on such other basis as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata agreed among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersHolders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 three (3) days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration. Notwithstanding the foregoing, if the Underwritten Offering pertains solely to Registrable Shares, at the request of such Underwriter, all Registrable Securities that are not Registrable Shares may be excluded from the Incidental Registration Statement prior to exclusion of any other Registrable Securities.

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the CompanyWyndham, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company Wyndham in writing (with a copy to each Initial Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to then Wyndham will include in such Required Registration registration: first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including the Holders), and second all second, the amount of other securities (including Registrable Securities Securities) requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities registration that Wyndham is so advised can be included sold in (or during the time of) such Underwritten Offeringoffering, the number of Registrable Securities to be included shall be allocated allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities Securities) beneficially owned at that the time by the holders (x) all including the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are inclusion of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holderstheir securities; provided, however, that in the event the Company Wyndham will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company Wyndham given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall will be required to include in such Required Registration registration, first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and ; second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members Blackstone Investors and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx Senior Managers and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among the Blackstone Investors and the Senior Managers on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting requested to participate be included in the Underwritten Offering by the Blackstone Investors and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), Senior Managers or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) Blackstone Investors and the Majority HoldersManagement Representative (if the Senior Managers have requested Registrable Securities to be included in such Required Registration) (provided that, the provisions under this clause “second” shall have priority over the foregoing clause “first” if Blackstone gives notice to the Company that Blackstone is electing to have the applicable Underwritten Offering constitute a Required Registration); third, all Registrable Securities requested to be included in such Underwritten Offering by the other Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such other Holders on the basis of the number of Registrable Securities beneficially owned at that time requested to be included in such Underwritten Offering by all the such Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requestingrequested, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof), to be included in such Required Registration Underwritten Offering which are of the same class as the Registrable Securities otherwise to be included in such Required Registration and, to the extent not all such securities can be included in such Required RegistrationUnderwritten Offering, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration Underwritten Offering on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, and Nalco LLC) and, Warrant Purchasers requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. (i) If a registration pursuant to this Section 2(b) 3 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering (other than as set forth in Section 3(b)(ii) below) and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company underwriter advises Public in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of equity securities (including all Registrable Securities) requested which Public, the Holders and any other persons intend to include in such registration exceeds the largest number of equity securities which can be sold without having an adverse effect on such offering, including the price at which such equity securities can be sold, the number of such equity securities to be included in such registration exceeds shall be reduced to such extent, and Public will include in such registration such maximum number of equity securities as follows: (A) first, all the amount equity securities Public proposes to sell for its own account in such registration and (B) second, to the extent that the number of equity securities which Public proposes to sell for its own account pursuant to Section 3(a) hereof is less than the number of equity securities which Public has been advised can be sold in (or during the time of) such offering without adversely affecting having the distribution of the securities being offeredadverse effect referred to above, unless the managing Underwriter Public shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all registration the number of equity securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder determined as follows: (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary i) no less than 75% of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be equity securities included in such Underwritten Offering, the number of Registrable Securities to be included registration shall be allocated pro rata on the basis comprised of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by Blackstone and TCW and (ii) the Holders Registrable Securities of each Holder (other than Sponsor Members, any VCOC Stockholder Blackstone and Nalco LLCTCW) and, to the extent not all such Registrable Securities can be included in such Underwritten Offeringregistration shall equal the lesser of (A) 25% of such Holder's pro rata portion of the shares owned by all of the Company Stockholders (other than Blackstone and TCW) immediately after the Effective Time, and (B) the number of Registrable Securities requested to be included shall be allocated pro rata on in such registration by such Holder. To the basis of extent that the number of Registrable Securities beneficially owned at that time by all which Blackstone, TCW and the other Holders (other than Sponsor Membershave requested to include is, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourthaggregate, all other less than the number of equity securities requestingwhich Public has been advised can be sold in such offering without having the adverse effect referred to above, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to then the date hereof, number of such equity securities requested to be included in such Required Registration which are of registration by the same class as the Registrable Securities holders thereof shall be limited to such extent and, subject to the extent not all any rights of such securities can be included in such Required Registrationholders, the number of securities to be included shall be allocated pro rata among the remaining all such holders thereof requesting inclusion in such Required Registration on the basis of the relative number of such equity securities requested to be included then held by all each such holdersholder; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated among the Registrable Securities of any Holder requested to be included remaining requesting holders in such registration, such Holder may, upon written notice like manner. After giving effect to the Company given within 3 days of the time such Holder first is notified of such matterforegoing, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included any remaining capacity will be so included allocated first to Blackstone and TCW and thereafter to the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationother Holders.

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter managing underwriter (or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters) advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 3, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by pursuant to a Demand Registration (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering as hereinafter defined), and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holder(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holder(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all such holderstherein; provided, -------- however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested (other than with respect to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount holders of Registrable Securities it desires that ------- are entitled to have included make a Demand Registration Request (as hereinafter defined)) if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion in such registrationIncidental Registration on a basis other than a pro rata basis if, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount reasonable opinion of Registrable Securities such underwriter or underwriters, selection on such other basis would be material to be included in such registrationthe success of the offering.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company underwriter advises Holdings in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opiniongood faith view, the amount number of equity securities (including all Registrable Securities) that Holdings and the Shareholders intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold, Holdings will include in such registration (A) first, all the Priority Securities to be sold for Holdings' own account; and (B) second, to the extent that the number of Priority Securities is less than the number of Registrable Securities that the underwriter has advised Holdings can be sold in such offering without having the adverse effect referred to above, as many Registrable Securities as are requested to be included in such registration exceeds by the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative Shareholders pursuant to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may beSection 2(b)(i), the Company shall be required to include in such Required Registration firstprovided, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders)however, and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that if the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor MembersShareholders pursuant to Section 2(b)(i), any VCOC Stockholder and Nalco LLC) andtogether with the number of Priority Securities, to exceeds the extent not all such Registrable Securities number that Holdings has been advised can be included sold in such Underwritten Offeringoffering without having the adverse effect referred to above, the number of such Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration which are of registration by the same class as the Registrable Securities and, Shareholders pursuant to the extent not all such securities can be included in such Required Registration, the number of securities to be included Section 2(b)(i) shall be allocated pro rata among the remaining holders thereof all Shareholders requesting inclusion in such Required Registration registration on the basis of the relative number of securities requested Registrable Securities owned by them and Shareholders subject to such allocation may elect not to sell any Registrable Securities pursuant to the registration statement; provided, further, that the Board may, with respect to any or all restrictions, alter, amend or modify the allocation provisions contained in this paragraph if, in good faith, such action would be included by all such holderslikely to result in favorable tax treatment or to avoid unfavorable tax treatment of Holdings or the Shareholders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested action is applied uniformly with respect to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationsimilarly situated Shareholders.

Priority in Incidental Registrations. If the managing underwriter for a registration pursuant to this Section 2(b) 3.6 that involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwritten offering shall advise the Company Holdings in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which number (the "Section 3.6 Sale Number") that can be sold in (or during the time of) an orderly manner in such offering without adversely affecting the distribution of the securities being offeredwithin a price range acceptable to Holdings and Subsequent Grantees, unless the managing Underwriter Holdings shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration offering (i) first, all the securities entitled proposed to be sold pursuant to such Registration Statement without reference to registered by the incidental registration rights of any holder Subsequent Grantee (including Holdersthe Principal Stockholder or any of their Affiliates), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and(ii) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities to be included shall by the Subsequent Grantees (including the Principal Stockholder or any of their Affiliates) are less than the Section 3.6 Sale Number, all Registrable Securities sought to be allocated pro rata on registered by Holdings, and (iii) third, to the basis extent that the sum of the number of Registrable Securities beneficially owned at that time to be included by the Subsequent Grantees (x) all including the Sponsor Members and Principal Stockholder or any of their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten OfferingAffiliates) and by Holdings are less than the Majority Holders; thirdSection 3.6 Sale Number, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (Principal Stockholder, the Investcorp Stockholders, the Trustee and by any other than Sponsor MembersPerson or Persons upon whom registration rights have been conferred; PROVIDED, any VCOC Stockholder and Nalco LLC) andHOWEVER, to that if the extent not all such Registrable Securities can be included in such Underwritten Offering, sum of the number of Registrable Securities to be included shall be allocated pro rata on registered pursuant to clause (iii) above after giving effect to clauses (i) and (ii) exceeds the basis of Section 3.6 Sale Number, then the number of Registrable Securities beneficially owned at that time requested by all the Holders (Principal Stockholder, the Investcorp Stockholders, the Trustee and by any other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any Person or Persons upon whom registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, conferred to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included registration shall be allocated pro rata among the remaining holders thereof requesting inclusion in Principal Stockholder, the Investcorp Stockholders, the Trustee and such Required Registration other Person or Persons, on the basis of the relative number of securities requested to be included by all shares of such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder the Principal Stockholder, the Investcorp Stockholders, the Trustee and each such Person has requested to be included in such registration. If, such Holder may, upon written notice to the Company given within 3 days as a result of the time such Holder first is notified proration provisions of such matterthis subsection 3.6(d), reduce the amount of Registrable Securities it desires to have included in such registrationPrincipal Stockholder, whereupon only the Registrable SecuritiesInvestcorp Stockholders, if any, it desires to have included will be so included and or the Holders Trustee shall not so reducing shall be entitled to include all Registrable Securities in a corresponding increase registration pursuant to this Section 3.6 that the Principal Stockholder, the Investcorp Stockholders, or the Trustee have requested be included, the Principal Stockholder, the Investcorp Stockholders, or the Trustee may make a Withdrawal Election; PROVIDED, HOWEVER, that such Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, the Principal Stockholder, the Investcorp Stockholders or the Trustee shall no longer have any right to include Registrable Securities in the amount of Registrable Securities registration as to be included in which such registrationWithdrawal Election was made.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 1.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities shares of Common Stock (including all Registrable Securities) requested which the Company, Artal and its Assignees and any other stockholders propose to be included include in such registration exceeds the amount largest number of shares which can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the Company will include in such registration up to such maximum number of shares (i) first, all the shares the Company initially proposes to sell for its own account, or during for the time of) such offering without adversely affecting account of a demanding shareholder, pursuant to a demand registration right granted after the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, date hereof as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and(ii) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities shares referred to be included shall be allocated pro rata on the basis of in clause (i) is less than the number of Registrable Securities beneficially owned at that time by (x) all shares which the Sponsor Members and their affiliated VCOC Stockholders requesting Company has been advised can be sold in such offering without having the adverse effect referred to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; thirdabove, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders Artal and its Assignees pursuant to Section 1.2(a), Bermore (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included permitted by and accordance with its incidental registration rights contained in such Underwritten OfferingAnnex A to the Bermore Agreement), or by any other stockholder of securities entitled to elect and electing to register securities pursuant to any other registration rights 7 38 agreement to which the Company is a party, provided that if the number of Registrable Securities requested to be included in such registration by Artal, its Assignees, Bermore and such other stockholders, together with the number of securities which the Company proposes to sell for its own account to be included in such registration pursuant to clause (i) of this Section exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities requested to be included in such registration shall be limited to such extent and shall be allocated pro rata first among Artal and its Assignees requesting such registration pursuant to Section 1.2(a) and Bermore (to the extent permitted by and in accordance with its incidental registration rights contained in Annex A to the Bermore Agreement) and second among all Other Holders on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the relative number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, and provided further, however, that the provisions regarding priorities contained in registration rights agreements to which stockholders other than Artal and its Assignees or Bermore are parties shall control the relative priorities among such Holder mayother stockholders; provided further, upon written notice to the Company given within 3 days that application of the time preceding proviso shall not, in any manner, adversely affect or prejudice Artal's or Bermore's registration priority or other rights in respect of any such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationRegistration Statement.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 five days prior to the date then scheduled of pricing of for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall will be required to include in such Required Registration registration, first, all the securities entitled to be sold pursuant to such Registration Statement without reference to by the incidental registration rights of any holder (including Holders), and Company; second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Investor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time requested to be included by (x) all the Sponsor Investor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor such Investor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the other Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time requested to be included in such Underwritten Offering by all the such Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requestingrequested, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof), to be included in such Required Registration Underwritten Offering which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required RegistrationUnderwritten Offering, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration Underwritten Offering on the basis of the number of securities requested to be included in such Underwritten Offering by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any Common Stock of the Company which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under this section 2.2, by letter of its belief that inclusion in such underwritten distribution of all or a registration pursuant specified number of such Registrable Securities or of such other securities of the Company so requested to this Section 2(b) involves an Underwritten Offering be included would interfere with the successful marketing of the securities so being registered, whether or not for sale for the account registered (other than such Registrable Securities and other Common Stock of the Company, Company so requested to be included) by the underwriters (such writing to state the basis of such belief and the sole Underwriter or the lead managing Underwriter, as the case may be, approximate number of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration Registrable Securities and shares of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) Common Stock so requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offeringunderwritten offering without such effect), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event then the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to all holders of such Registrable Securities and of such other shares of Common Stock of the Company given within 3 days of so requested to be included, exclude pro rata from such underwritten offering (if and to the time extent stated by such Holder first is notified managing underwriter to be necessary to eliminate such effect) the number of such matter, reduce Registrable Securities and shares of such other Common Stock so requested to be included the amount registration of which shall have been requested by each holder of Registrable Securities it desires and by the holders of such other Common Stock so that the resultant aggregate number of such Registrable Securities and of such other shares of Common Stock so requested to have be included which are included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing underwritten offering shall be entitled equal to a corresponding increase in the amount approximate number of Registrable Securities to be included shares stated in such registration.managing underwriter's letter. 2.3

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons and Nalco LLC) and, Series D Persons requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 1.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Companyunderwritten offering, and the sole Underwriter managing or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwriter or underwriters shall advise the Company in writing (with a copy of which shall be provided by the Company to each Holder Person requesting registration of Registrable Securities) on Eligible Securities or before other securities of the date 5 days prior to the date then scheduled for such offering Company), that, in its or their opinion, the amount number of securities (including Registrable Securities) requested and otherwise proposed to be included in such registration exceeds the amount which number that can be sold in (or during the time of) such offering without adversely affecting within a price range acceptable to the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be)Company, the Company shall be required to include in such Required Registration 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, (x) first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested proposed to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering Company and (y) following second, the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Eligible Securities requested to be included in such Underwritten Offering registration by the Holders (Selling Stockholders and the securities of other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder Persons requested to be included in such registration, each pro rata in accordance with the number of securities proposed to be included by such Holder mayother Persons and the number of Eligible Securities so requested to be included, upon written notice to respectively; and (ii) if the registration is a secondary registration on behalf of a Person or Persons other than the Company given within 3 days or a holder of Eligible Securities, (x) first, the securities proposed to be included by such other Person or Persons (unless, the Company shall have negotiated an equal or better priority with such Person or Persons), (y) second, the securities of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included Company and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable 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 (unless the Company has negotiated an equal or better priority with such other Person or Persons, in which case the securities proposed to be included by the Company shall have higher priority than the Eligible Securities proposed to be included by the Selling Shareholders), 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. 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 effect a disposition of Eligible Securities pursuant to Rule 144(k) (or any successor provision) under the Securities Act, the aforesaid priorities shall be changed so that the Eligible Securities proposed to be included by 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(b2(a) (other than a Demand Registration, it being understood the priority for such registrations is set forth in Section 3(b)) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter managing underwriter (or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters) advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its (or their) opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 2, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter or underwriters that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by pursuant to a Demand Registration (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering as hereinafter defined), and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders of Registrable Securities shall have requested to be included by all therein; Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion in such holders; providedIncidental Registration on a basis other than a pro rata basis if, however, that in the event reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If a any registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter(s) of such Underwritten Offering offering shall advise inform the Company in writing (with a copy to each Holder requesting registration of its belief that the number of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) Securities requested to be included in such registration exceeds or offering, when added to the amount number of other equity securities to be included in such registration or offering, would materially adversely affect such offering, then the Company shall include in such registration or offering, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such registration or offering (the distribution "Section 2.2 Sale Amount"), (i) all of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), proposed by the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder for its own account; (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andii) thereafter, to the extent the Section 2.2 Sale Amount is not all such Registrable Securities can be included in such Underwritten Offeringexceeded, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities securities requested to be included in such Underwritten Offering by registration pursuant to the Holders Kapoor Agreement (other than Sponsor Membersexcept with respect to the Required Registration (as defined in the AEG Agreement) and the Demand Registrations (as defined in the AEG Agreement) under the AEG Agreement, any VCOC Stockholder and Nalco LLCwhich shall have the priorities as set forth therein); (iii) andthereafter, to the extent the Section 2.2 Sale Amount is not all such Registrable Securities can be included in such Underwritten Offeringexceeded, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice registration pursuant to the Company given within 3 days AEG Agreement (except with respect to the Required Registration (as defined in the AEG Agreement) and the Demand Registrations (as defined in the AEG Agreement) under the AEG Agreement, which shall have the priorities as set forth therein); (iv) thereafter, 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 time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registrationrequested by the Participating Holders may not be included, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Participating Holders not so reducing shall be entitled to participate on a corresponding increase in pro rata basis based on the amount aggregate number of shares of Registrable Securities requested by the Participating Holders to be registered); and (v) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, any other securities of the Company requested to be included in by Company stockholders holding other such registrationregistration rights.

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the success of the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to will include in such Required Registration registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all second, the amount of other securities (including Registrable Securities Securities) requested to be included in such registration that the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities Company is so advised can be included sold in (or during the time of) such Underwritten Offeringoffering, the number of Registrable Securities to be included shall be allocated allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities Securities) beneficially owned at that the time by the holders (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority including Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are inclusion of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holderstheir securities; provided, however, that in the event the Company will notdetermines, by virtue of this paragraph, not to include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b5.3(a) hereof involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriterunderwriter advises IBC in writing, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested IBC Securities intended to be included in such registration Registration Statement exceeds the amount largest number of IBC Securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold or, if in a non-underwritten offering, IBC determines, in its reasonable discretion, to limit the number of securities to be sold, (or during in either case, the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be"Marketable Number"), the Company shall be required to IBC will include in such Required Registration Statement (i) first, all of the securities entitled IBC Securities IBC or the Person referred to be sold pursuant in the first sentence of Section 5.3(a)(i) proposes to such Registration Statement without reference to sell for its own account, (ii) second, all of the incidental registration rights of any holder (including Holders), and second all Registrable IBC Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary holders of IBC Securities pursuant to Section 3 of the Company's Initial Public OfferingFirst Registration Rights Agreement, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering(iii) third, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable IBC Securities requested to be included in such Underwritten Offering by the Holders Ralston pursuant to Section 5.3(a) hereof and (other than Sponsor Membersiv) fourth, any VCOC Stockholder and Nalco LLC) and, xxx xxxurities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, by other Persons (but if the number of Registrable Securities securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders registered pursuant to clause (other than Sponsor Members, any VCOC Stockholder and Nalco LLCiv) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance together with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included in such registration pursuant to clauses (i), (ii) and (iii) of this Section 5.3(b) exceeds the Marketable Number, the number of securities of Persons to be registered pursuant to clause (iv) shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration Persons on the basis of the relative number of securities requested to be included by all IBC Securities each such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder Person has requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration).

Priority in Incidental Registrations. If a registration pursuant the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.2(a) above, the Company will, if requested by any holder of Registrable Securities as provided in said Section 2.2(a) and subject to the provisions of this Section 2(b) involves an Underwritten Offering 2.2(b), arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holder among the securities so being registered, whether to be distributed by such underwriters. In the event that the managing underwriter of any such underwritten offering shall inform the Company and the holder or not for sale for holders of Registrable Securities requesting the account inclusion of their securities in such offering in writing of its reasonable and good faith belief that the size of the Companyoffering that such holders, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company and/or any other securityholders intend to make is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the Company shall include in writing such offering only securities proposed to be sold by the Company for its own account and Registrable Securities and securities having registration rights that are pari passu to those relating to the Registrable Securities (with a copy the "PARI PASSU SECURITIES"). The Company may include in such offering all securities proposed by the Company to each Holder requesting registration be sold for its own account and may decrease the number of Registrable Securities) on or before the date 5 days prior Securities and Pari Passu Securities so proposed to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) be sold and so requested to be included in such registration exceeds the amount which can be sold in offering (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the percentage of the securities, by number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary shares, of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities Company requested to be included in such Underwritten Offering the offering by the Holders (other than Sponsor Members, any VCOC Stockholder holder or holders of such Registrable Securities and Nalco LLCPari Passu Securities) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities necessary to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, reduce the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on offering to the basis level recommended by the managing underwriter. If, prior to the effectiveness of any registration statement contemplated by this Section 2.2, the managing underwriter reasonably determines in good faith, and gives written notice to the holders of Registrable Securities requesting the inclusion of their securities in such offering, that in its opinion the underwriting cannot be achieved at a price acceptable to the Company due to the size of the offering, the Company may further decrease the number of securities requested Registrable Securities and Pari Passu Securities in the manner described in the preceding sentence to the minimum extent necessary in order to achieve a price acceptable to the Company. The holder or holders of Registrable Securities to be included distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate custody agreements which are reasonably acceptable to such holders, shall execute appropriate powers of attorney which are reasonably acceptable to such holders, and shall take all such holders; actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities, provided, however, that in the event the Company will not, by virtue of this paragraph, include in any (i) such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount holder or holders of Registrable Securities it desires to have included participating in such registrationregistration shall not be required to make any representations or warranties other than those relating solely to such holder, whereupon only the its Registrable Securities, if any, it desires and its intended method of distribution and (ii) the liability of each such holder to have included any underwriter under such underwriting agreement will be so included and the Holders not so reducing shall be entitled limited to a corresponding increase in the amount of liability arising from misstatements or omissions regarding such holder, its Registrable Securities and its intended method of distribution and any such liability shall not exceed an amount equal to be included in the net proceeds such holder derives from such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3.1(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opiniongood faith view, the amount number of equity securities (including all Registrable Securities) requested which the Company, the Stockholders and any other Persons intend to be included include in such registration exceeds the amount largest number of securities which can be sold in (or during without having a material adverse effect on such offering, including the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (price at which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included sold, the Company will include in such Underwritten Offeringregistration (A) first, all the Priority Securities to be sold for the Company's own account; (B) second, to the extent that the number of Priority Securities is less than the number of Registrable Securities which the underwriter has advised the Company can be sold in such offering without having the material adverse effect referred to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offeringabove, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all many Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor MembersStockholders pursuant to Section 3.1(b)(i) hereof, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, provided that if the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration registration by the Stockholders pursuant to Section 3.1(b)(i) hereof, together with the number of Priority Securities, exceeds the number which are the Company has been advised can be sold in such offering without having the material adverse effect referred to above, the number of the same class as the such Registrable Securities and, requested to the extent not all such securities can be included in such Required Registration, registration by the number of securities Stockholders pursuant to be included Section 3.1(b)(i) hereof shall be allocated pro rata among the remaining holders thereof all such requesting inclusion in such Required Registration Stockholders on the basis of the relative number of securities requested Registrable Securities owned by them; and (C) third, to be included the extent that the number of Priority Securities and Registrable Securities, as contemplated by all such holders; provided(A) and (B) above, however, that in is less than the event number of Registrable Securities which the underwriter has advised the Company will notcan be sold in such offering without having the material adverse effect referred to above, by virtue the number of this paragraph, include in any such registration all of the Registrable Securities of any Holder equity securities requested to be included in such registration, registration by Persons other than the Stockholders shall be allocated among such Holder may, upon written notice other Persons on a basis as determined (or to be determined) by the Company given within 3 days of the time and such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationother Persons.

Priority in Incidental Registrations. If The Issuer shall use reasonable efforts to cause the managing underwriter(s) of a registration pursuant to this Section 2(b) involves an proposed Underwritten Offering to permit Holders of Registrable Securities who have requested to include Registrable Securities in such offering to include in such offering all Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the securities so being registeredIssuer included in the offering. Notwithstanding the foregoing, whether or not for sale for if the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter(s) of such Underwritten Offering shall advise have informed the Company Issuer in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, that in its opinion, good faith opinion the total number or dollar amount of securities (including Registrable Securities) requested to be included in that such registration exceeds Holders and the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required Issuer intend to include in such Required Registration firstoffering is such as to likely have a material adverse effect on the timing, all the securities entitled to be sold pursuant to price or distribution of such Registration Statement without reference to the incidental registration rights of any holder (including Holders)offering, and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can then there shall be included in such Underwritten OfferingOffering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s), after consultation with the Issuer, determines can be sold without having such material adverse effect on such offering, and such number of Registrable Securities shall be allocated as follows: first, all securities of the Issuer requested to be included by the Issuer in such registration; second, all securities of the Issuer requested to be included by each Investor and its Affiliates, pro rata among such Holders on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; and third, all securities of the Issuer requested to be included shall be allocated by other holders of Common Shares (other than any Investor and its Affiliates) requesting such registration as a result of registration rights or otherwise, pro rata among such holders of Common Shares on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary percentage of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If the managing underwriter for a registration pursuant to this Section 2(b) 5.02 that involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwritten offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount inclusion in such registration of the securities (including proposed to be included in such registration by the Company for its own account, plus the number of Registrable Securities) Common Shares requested to be included in such registration exceeds by the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Registered Stockholder, as plus the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by any other securityholders would materially adversely effect the ability of the Company with respect to securities to be disposed of for its own account to dispose of their securities in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include (i) first, all such holders; providedthe securities which the Company proposes to register for its own account or which are proposed to be registered pursuant to demand registration rights, however(ii) second, all the securities that the Company proposes to register for the account of any other stockholder who exercises certain piggy-back registration rights existing as of the date hereof, and (iii) third, to the extent that their inclusion would not have a material adverse effect in the event manner described above, the Company will not, number of Registrable Common Shares and other equity securities and the principal amount of debt securities requested to be included by virtue of this paragraph, include in any the Registered Stockholder and other securityholders allocated pro rata among the Registered Stockholder and such registration all other securityholders on the basis of the relative number of Registrable Securities Common Shares and equity securities and the principal amount of any Holder such debt securities requested to be included in such registration, such Holder may, upon written notice . Notwithstanding anything contained herein to the contrary, in the event the Company given within 3 days proposes to register its securities under the 1933 Act for the account of any stockholder who exercises certain demand registration rights existing as of the time such Holder first is notified of such matterdate hereof, reduce then the amount of Registrable Securities it desires to have included Company shall include in such registrationregistration statement (i) first, whereupon only all such securities being registered in connection with such demand registration rights existing as of the Registrable Securitiesdate hereof, (ii) second, all the securities the Company proposes to register for its own account, if any, it desires to have included will be so included and (iii) third, the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationCommon Shares.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter managing underwriter advises the Company in writing that, in its opinion, the total number of shares of Common Stock or the lead managing UnderwriterPreferred Stock, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the amount which can be sold in (maximum number of shares of Common Stock or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC StockholderPreferred Stock, as the case may be), specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such shares of Common Stock, or Preferred Stock, as the case may be, then the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to registration only such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, and (ii) second, the Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offeringthat shares of Common Stock or Preferred Stock, as the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereofcase may be, to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (ii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock or Preferred Stock, as the case may be, that such holders(s) of Registrable Securities shall have requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationtherein.

Priority in Incidental Registrations. If a registration ------------------------------------ pursuant to this Section 2(b2(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 2, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting pursuant to participate in the Underwritten Offering a Demand Registration; and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders(s) of Registrable Securities shall have requested to be included by all therein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders; providedIncidental Registration on a basis other than a pro rata basis if, however, that in the event reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Companyunderwritten offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwriter shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering Participating Holders), that, in its opinion, the amount number of securities (including Registrable Securities) requested and otherwise proposed to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting within a price range acceptable to the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be)Company, the Company shall be required to will include in such Required Registration registration, to the extent of the number which the Company is so advised can be sold in such offering (1) if the registration is a primary registration on behalf of the Company, first, all securities of the securities entitled Company proposed by the Company to be sold for its own account; second, securities of the Existing Rights Holders and the Warrant Rights Holders requested to be included pursuant to the exercise of the piggyback registration rights granted to such Registration Statement without reference Existing Rights Holders and Warrant Rights Holders, and third, Registrable Securities of the Participating Holders (other than the Existing Rights Holders and the Warrant Rights Holders ), pro rata among such Participating Holders on the basis of the relative number of Registrable Securities each Participating Holder beneficially owns, and (2) if the registration is a registration on behalf of the Existing Rights Holders or the Warrant Rights Holders pursuant to registration rights granted to the incidental registration rights of any holder (including Existing Rights Holders or Warrant Rights Holders), and second all as applicable, first, the Registrable Securities requested to be included in the Underwritten Offering registered by the Sponsor Members Existing Rights Holders and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated Warrant Rights Holders pro rata among such Existing Rights Holders and Warrant Rights Holders on the basis of the relative number of Registrable Securities each such holder beneficially owned at that time by (x) all owns, second, the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by the Participating Holders (other than Sponsor Membersthe Existing Rights Holders and the Warrant Rights Holders), any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such Participating Holders on the basis of the relative number of Registrable Securities each such holder beneficially owned at that time owns, and third, securities of the Company proposed by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Company to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationsold for its own account.

Priority in Incidental Registrations. If (i) a registration pursuant to ------------------------------------ this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and (ii) the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter of such Underwritten Offering underwritten offering shall advise inform the Company in writing (with a copy to each Holder and the holders of the Registrable Securities requesting such registration by letter of Registrable Securities) on or before its belief that the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering, then (A) in the case of an offering without adversely affecting for the distribution account of the securities being offeredCompany, unless registration for the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company Registrable Securities shall be required cut back such that (i) no holder of Registrable Securities shall be entitled to include participate in such Required Registration first, underwritten public offering unless all the securities entitled shares of Common Stock proposed to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be Company for its own account have been included in such Underwritten Offeringunderwritten public offering, and (ii) after the Company has included its own shares of Common Stock, the number holders of Registrable Securities and the holders of other securities as to which the Company has granted registration rights ("Other Registrable Securities"), including incidental registration rights, shall be entitled to include their Registrable Securities and Other Registrable Securities in an amount up to the amount that such managing underwriter or underwriters advise may be included shall be therein (allocated pro rata on among the basis of the number holders of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all holders of other Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included therein by all each such holders; providedholder) and (B) in the case of an offering that was commenced as a result of the exercise of demand registration rights by Persons other than Stockholders, the Persons commencing such registration and the holders of Registrable Securities shall be entitled to include their Registrable Securities and Other Registrable securities in an amount up to the amount such managing underwriters or underwriters advise may be included therein (allocated among the persons commencing such registration and the holders of Registrable Securities pro rate on the basis of the number of securities requested to be so included therein by each such person or holder). If, however, that the registration was initiated by the Company within one hundred twenty (120) days of a requested registration and is in lieu thereof, then the Company shall include in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice registration and shall decrease the number of securities proposed to be sold by the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b4(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company underwriter advises Montpelier in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opiniongood faith view, the amount number of equity securities (including all Registrable Securities) requested that Montpelier and the Shareholders intend to be included include in such registration exceeds the amount which largest number of securities that can be sold in (or during without having an adverse effect on such offering, including the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (price at which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included sold, Montpelier will include in such Underwritten Offeringregistration (A) first, all the Priority Securities to be sold for Montpelier's own account; and (B) second, to the extent that the number of Priority Securities is less than the number of Registrable Securities that the underwriter has advised Montpelier can be sold in such offering without having the adverse effect referred to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offeringabove, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor MembersShareholders pursuant to Section 4(b)(i), any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among all Shareholders requesting registration on the basis of the relative number of Registrable Securities beneficially owned at that time then held by all the Holders (other than Sponsor Members, them. Shareholders subject to such allocation may elect not to sell any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior Registrable Securities pursuant to the date hereofregistration statement. The Board may alter, amend or modify the allocation provisions contained in this paragraph if it determines in good faith that such action would be likely to be included result in such Required Registration which are favorable tax treatment or to avoid unfavorable tax treatment of Montpelier or the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersShareholders; provided, however, that such action is applied uniformly with respect to similarly situated Shareholders and that no distinction is made based on citizenship or jurisdiction of incorporation or organization. Notwithstanding any provision hereof to the contrary, Shareholders will have no rights under this Section 4(b) in respect of a public offering by Montpelier of its Common Shares (or any other securities or rights to acquire securities offered by Montpelier) made pursuant to a registration statement filed within one year of the event the Company will not, by virtue date of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationAgreement.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 3, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by pursuant to a Demand Registration (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering as hereinafter defined), and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders(s) of Registrable Securities shall have requested to be included by all such holders; providedtherein. Notwithstanding the foregoing, howeverif an Incidental Registration is an underwritten offering, that in the event the Company will notmanaging underwriter or underwriters may select shares for inclusion, by virtue of this paragraphor exclude shares completely, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.Incidental Registration on

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering underwritten offering, and the managing underwriter shall advise the Company in writing, 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 within a price range acceptable to the Company, or that the kind of securities requested or otherwise proposed to be included in such registration statement would materially and adversely affect the success of such offering, the Company will include in such registration, to the extent of the securities number which the Company is so being registeredadvised can be sold in such offering, whether or not for sale for (A) if the account registration is a primary registration on behalf of the Company, (1) first, the securities proposed to be registered by the Company, (2) second, Registrable Securities requested to be included in such registration by the Quad-C Holders and the sole Underwriter Executive Holders, pro rata among such holders in proportion to the number of Registrable Securities held by them, and (3) third, securities of other Persons, if any, requested to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons or otherwise allocated among such other Persons in such proportion as such holders and the lead Company shall agree, and (B) if the registration is a secondary registration on behalf of other Persons, the Registrable Securities and securities of other Persons included in such registration pro rata in accordance with the numbers of Registrable Securities requested to be included by the Requesting Holders and the numbers of other securities proposed to be registered by the other Persons; provided in each such case that if the registration involves an underwritten offering and the managing Underwriter, as the case may be, of such Underwritten Offering underwriter(s) shall advise the Company in writing (with a copy to each Holder Shareholder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all by Executive Holders or other holders of Registrable Shares exceeds the Registrable Securities number which can be sold in such offering within a price range acceptable to the Company, or that the kind of any Holder securities requested or otherwise proposed to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount registration by Executive Holders or other holders of Registrable Securities it desires to have included in would materially and adversely affect the success of such registrationoffering, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount number of Registrable Securities securities permitted to be included in such registrationregistration by each Executive Holder or other holder Registrable Shares under clause (A)(2) or (A)(3) above, as applicable, shall be ratably reduced by the amount of such excess. In the event a contemplated distribution does not involve an underwritten public offering, the determinations contemplated by this Section 2(b) shall be made by the Board of Directors.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 4 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) Applicable Securities requested to be included in such registration exceeds the amount number which can be sold in (or during such offering, so as to be likely to have an adverse effect on the time of) successful marketing of such offering without adversely affecting (including the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (price at which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may besuch Applicable Securities can be sold), then the Company shall be required to will include in such Required Registration registration (i) first, all 100% of the securities entitled Applicable Securities the Company proposes to be sold pursuant to such Registration Statement without reference sell and (ii) second, to the incidental registration rights extent of any holder the number of Applicable Registrable Securities (including Holders), and second all Registrable Applicable Securities requested to be included in the Underwritten Offering registered by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary other Persons exercising a demand registration right or registration rights similar to those of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, Holders pursuant to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (xthis Section 4) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by registration which, in the Holders (other than Sponsor Membersopinion of such managing underwriter, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offeringsold without having the adverse effect referred to above, the number of Applicable Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all (and such Applicable Securities) which the Holders (and such other than Sponsor Members, any VCOC Stockholder and Nalco LLCPersons) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice amount to be allocated pro rata among all requesting Holders (and such other Persons) on the Company given within 3 days basis of the time relative number of shares of New Common Stock represented by all Registrable Securities then held by each such Holder first (or shares of New Common Stock represented by all New Equity Securities then held by such other Person as to which such Person has similar registration rights) (in each case calculated on a fully diluted basis and without regard as to whether any such Registrable Security or New Equity Security is notified then eligible for conversion into shares of New Common Stock or then exercisable or exchangeable for shares of New Common Stock) (provided that any securities thereby allocated to any such matter, reduce the amount of Registrable Securities it desires to have included in Holder (or such registration, whereupon only the Registrable Securities, if any, it desires to have included other Person) that exceed such Holder’s (or such other Person’s) request will be so included reallocated among the remaining requesting Holders (and the Holders not so reducing shall be entitled to a corresponding increase such other Persons) in the amount of Registrable Securities to be included in such registrationlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, and Nalco LLC) and, Series E Warrant Purchasers requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) Article II involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (such offering, so as to be likely to have an adverse effect on the price, timing or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless offered in such offering as contemplated by the managing Underwriter shall otherwise specify Company (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as than the case may beRegistrable Securities), then the Company shall be required to will include in such Required Registration registration (i) first, all 100% of the securities entitled the Company proposes to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder sell, (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andii) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to Article III which, in the Holders (other than Sponsor Membersopinion of such managing underwriter, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offeringsold without having the adverse effect referred to above, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all which the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice amount to be allocated pro rata among all requesting Holders pursuant to Article III on the Company given within 3 days basis of the time such Holder first is notified relative number of such matter, reduce the amount shares of Registrable Securities it desires then held by each such Holder (provided that any shares thereby allocated to have any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner) and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registrationregistration pursuant to this Article II which, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such 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 (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). The priority of registration of any shares being registered by the Company pursuant to the exercise of (a) "demand registration rights" granted following the date of this Agreement to holders of shares of Common Stock other than the Sponsor Stockholders or the Management Stockholders and Director Stockholders relative to other shares being registered pursuant to this Article II shall be on the basis provided in clause (ii) above and (b) "piggyback registration rights" granted following the date of this Agreement to holders of shares of Common Stock other than the Sponsor Stockholders or the Management Stockholders and Director Stockholders relative to other shares being registered pursuant to this Article II shall be pro rata with such shares on the basis provided in clause (iii) above.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the CompanyWyndham, and the sole Underwriter Under writer or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company Wyndham in writing (with a copy to each Initial Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to then Wyndham will include in such Required Registration registration: first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration registra tion rights of any holder (including the Holders), and second all second, the amount of other securities (including Registrable Securities Securities) requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities registra tion that Wyndham is so advised can be included sold in (or during the time of) such Underwritten Offeringoffering, the number of Registrable Securities to be included shall be allocated allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities Securities) beneficially owned at that the time by the holders (x) all including the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are inclusion of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holderstheir securities; provided, however, that in the event the Company Wyndham will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company Wyndham given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering the managing underwriter of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering any underwritten offering shall advise inform the Company in writing (with a copy to each Holder requesting registration by letter of its belief that the number or type of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) Securities requested to be included in such registration exceeds would materially adversely affect such offering, then the amount Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration i) first, all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder for its own account, if any; (including Holders)ii) second, and second only if all Registrable Securities requested the securities proposed by the Company to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders andsold for its own account have been so included, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included and securities of the Company requested for inclusion in such Underwritten Offeringregistration pursuant to the exercise of piggyback registration rights under Section 4(a) of the Nestle Registration Rights Agreement (the 'Nestle Securities'), pro rata among the number holders of the Registrable Securities to be included shall be allocated pro rata and Nestle Securities on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary respective percentages of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number total amount of securities requested to be so included by all such holdersholders which are represented by Registrable Securities, on the one hand, and Nestle Securities, on the other hand; providedand (iii) third, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration and only if all of the Registrable Securities and Nestle Securities have been included in such registration, any other securities of any Holder the Company requested to be included in such registration; provided, however, that if such Holder mayregistration was as a result of the exercise of a demand registration right pursuant to Section 3 of the Nestle Registration Rights Agreement, upon written notice and the Nestle Holders have consented to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount inclusion of Registrable Securities it desires in such offering, then the securities to be included in such registration shall be selected, after all 'Registrable Securities' (as defined in the Nestle Registration Rights Agreement) originally proposed to be included in such registration have been so included, (y) first, from the Registrable Securities and (z) second, and only if all the Registrable Securities have been included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included from any other securities eligible for inclusion in such registration."

Priority in Incidental Registrations. If the registration of which the Company gives written notice pursuant to Section 2.2(a) is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of such notice. In such event, the right of any holder to registration pursuant to this Section 2(b2.2 shall be conditioned upon, and shall not be exercisable by any holder without, such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. If required by the underwriter or underwriters selected by the Company for such underwriting (collectively, the "Underwriter"), then (i) involves all holders proposing to distribute their Registrable Securities through such underwriting shall, to the extent required by the Underwriter, enter into an Underwritten Offering underwriting agreement with the Underwriter in customary form, and (ii) all holders shall agree not to sell publicly any of their Registrable Securities for such period as the Underwriter may reasonably request. Notwithstanding any other provision of this Section 2.2, if the Underwriter determines that marketing or other factors require a limitation of the number of securities to be underwritten, then the Underwriter in its sole discretion may exclude from such registration and underwriting some or all of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering underwriting by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number holders of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of other parties other than the Company's Initial Public Offering; provided, Dr. Xxxxxxx Xxxxx (however, that if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities securities requested to be included in such Underwritten Offering registration and underwriting by holders of Registrable Securities and parties other than the Company are not so excluded by the Holders (other than Sponsor MembersUnderwriter, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, then the number of Registrable Securities to be such included securities shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by proportionately among all the Holders parties (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting according to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in registered) having the event the Company will not, by virtue right to request registration of this paragraph, include in any such registration all securities (including holders of the Registrable Securities of any Holder Securities). If securities requested to be included in such registrationregistered by holders of Registrable Securities are excluded pursuant to this Section 2.2(b), such Holder mayexclusion shall be apportioned among such holders in the same proportion as the number of such securities covered by the respective holder's instant registration request bears to the total number of such securities covered by the instant registration requests of all persons (including holders of Registrable Securities). If any holder of Registrable Securities disapproves of the terms of any underwriting subject to this Section 2.2(b), upon then such holder may elect to withdraw therefrom by written notice to the Company given within 3 days and the Underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall advise all persons seeking to include their securities in such registration and underwriting of the time number of each such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will person's securities that may be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationincluded.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company underwriter advises Holdings in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opiniongood faith view, the amount number of equity securities (including all Registrable Securities) that Holdings and the Shareholders intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold, Holdings will include in such registration (A) first, all the Priority Securities to be sold for Holdings’ own account; and (B) second, to the extent that the number of Priority Securities is less than the number of Registrable Securities that the underwriter has advised Holdings can be sold in such offering without having the adverse effect referred to above, as many Registrable Securities as are requested to be included in such registration exceeds by the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative Shareholders pursuant to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may beSection 2(b)(i), the Company shall be required to include in such Required Registration firstprovided, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders)however, and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that if the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor MembersShareholders pursuant to Section 2(b)(i), any VCOC Stockholder and Nalco LLC) andtogether with the number of Priority Securities, to exceeds the extent not all such Registrable Securities number that Holdings has been advised can be included sold in such Underwritten Offeringoffering without having the adverse effect referred to above, the number of such Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration which are of registration by the same class as the Registrable Securities and, Shareholders pursuant to the extent not all such securities can be included in such Required Registration, the number of securities to be included Section 2(b)(i) shall be allocated pro rata among the remaining holders thereof all Shareholders requesting inclusion in such Required Registration registration on the basis of the relative number of securities requested Registrable Securities owned by them and Shareholders subject to such allocation may elect not to sell any Registrable Securities pursuant to the registration statement; provided, further, that the Board may, with respect to any or all restrictions, alter, amend or modify the allocation provisions contained in this paragraph if, in good faith, such action would be included by all such holderslikely to result in favorable tax treatment or to avoid unfavorable tax treatment of Holdings or the Shareholders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested action is applied uniformly with respect to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationsimilarly situated Shareholders.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (such offering, so as to be reasonably likely to have an adverse effect on the price, timing or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffered in such offering (other than the Registrable Securities), unless then the managing Underwriter shall otherwise specify Company will include in such registration (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholderi) first, as 100% of the case may be)securities, if any, the Company shall be proposes to 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, (ii) 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 Required Registration first, all the securities entitled to be sold registration pursuant to such an Other Registration Statement without reference to the incidental registration rights of any holder Rights Agreement and (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andiii) third, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by registration which, in the Holders (other than Sponsor Membersopinion of such managing underwriter, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offeringsold without having the adverse effect referred to above, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all which the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice amount to be allocated pro rata among all requesting Holders on the Company given within 3 days basis of the time such Holder first is notified of such matter, reduce the amount relative number of Registrable Securities it desires then held by each such Holder (except to the extent that two or more requesting Holders shall have included in agreed to a different allocation among such registration, whereupon only the Registrable Securities, if any, it desires requesting Holders); provided that any shares thereby allocated to have included any such Holder that exceed such Holder's request will be so included and reallocated among the remaining requesting Holders not so reducing shall be entitled to a corresponding increase in like manner. In the amount event that the number of Registrable Securities requested to be included in such registrationregistration 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 which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities it proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b2(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 2, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time pursuant to a Demand Registration (including Xxxxxx if demand shall have been made by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting Sterling pursuant to participate in the Underwritten Offering Section 3); and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders(s) of Registrable Securities shall have requested to be included by all therein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders; providedIncidental Registration on a basis other than a pro rata basis if, however, that in the event reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If (i) Subject to paragraph ------------------------------------ (ii) below, if a registration pursuant to this Section 2(b) 3 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of equity securities (including all Registrable Securities) requested 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 without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration exceeds the amount which can shall be sold in (or during the time of) reduced to such offering without adversely affecting the distribution of the securities being offeredextent, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to will include in such Required Registration registration such maximum number of securities as follows: (A) if such registration is initiated during the eighteen month period following an Initial Public Offering, (I) first, all the securities entitled the Company proposes to be sold pursuant to sell for its own account in such Registration Statement without reference to the incidental registration rights of any holder registration, (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andII) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities securities which the Company proposes to be included shall be allocated pro rata on the basis of sell for its own account pursuant to Section 3(a) hereof is less than the number of Registrable Securities beneficially owned at that time by (x) all equity securities which the Sponsor Members and their affiliated VCOC Stockholders requesting Company has been advised can be sold in such offering without having the adverse effect referred to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; thirdabove, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor Members, any VCOC Stockholder shall be limited to such extent and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities then held by each such Holder, provided that any such amount thereby allocated to any such Holder that exceeds such Holder's request shall be reallocated among the remaining requesting Holders in like manner and (III) third, to the extent that the number of equity securities which the Company proposes to sell for its own account and the Registrable Securities which the Holders have requested to be included in such registration pursuant to Section 3(a) hereof 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, the number of such securities requested to be included in such registration by the holders thereof shall be limited to such extent and, subject to any rights of such holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided, that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated among the remaining requesting holders in like manner or (B) if such registration is initiated after the expiration of the eighteen month period following an Initial Public Offering, (I) first, all the securities the Company proposes to sell for its own account and (II) second, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to Section 3(a) hereof 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, the aggregate of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration which are registration by the Holder and the number of the same class as the Registrable Securities and, to the extent not all such securities can requested to be included in such Required Registrationregistration by other holders shall be limited to such extent, the number of securities to be included and shall be allocated pro rata among the remaining Holder and all such holders thereof requesting inclusion in such Required Registration on the basis of the relative number of such securities requested to be included then held by all the Holder and each such holdersholder; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of amount thereby allocated to each Holder or any such other holder that exceeds such Holder's or such holder's request, respectively, shall be reallocated among the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included Holders and the Holders not so reducing shall be entitled to a corresponding increase remaining requesting holders in the amount of Registrable Securities to be included in such registrationlike manner, as applicable.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3(a) involves an Underwritten Offering and the managing underwriter or underwriters advise the Company in writing that, in its or their opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter or underwriters that may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration 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 so being registeredshares of Common Stock that the Company proposes to sell for its own account, whether if any, (ii) second, the Registrable Securities held by all holders of Registrable Securities and (iii) third, the Other Securities of any holder that are requested to be included in such Incidental Registration. To the extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holder(s) of Registrable Securities or not for sale for the account of the Company, and the sole Underwriter or the lead managing UnderwriterOther Securities, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder clauses (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (xii) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (yiii) following the one-year anniversary of the Company's Initial Public Offeringabove, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration applicable holder(s) of Registrable Securities or Other Securities, as the case may be, based on the basis of the number of Registrable Securities or Other Securities, as the case may be, held by each such holder (provided that any Registrable Securities or Other Securities allocated to any such holder that exceed such holder's request will be reallocated among the remaining requesting holders of such securities requested to be included by all such holdersin like manner); provided, however, that if the Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select Registrable Securities for inclusion in such Incidental Registration from the Management Investors on a basis other than such pro rata basis if, in the event reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the success of the offering. Expenses. The Company will not, by virtue of this paragraph, include pay all Registration Expenses in connection with any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires pursuant to have included Sections 3, 4 and 5 and the Selling Holders and the Company participating in a particular offering shall pay the Holder Expenses pro rata in accordance with the total amount of securities sold in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in offering by each such registrationPerson.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its or their opinion, the amount total number of securities shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter or underwriters that may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration 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: (including i) first, all of the shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, the Registrable SecuritiesSecurities of ValueAct Capital and any ValueAct Capital Affiliates (as defined in the Securities Holders Agreement) and the Registrable Securities of the Management Investors and their Permitted Transferees that are requested to be included in such registration exceeds Incidental Registration, and (iii) third, the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution Registrable Securities of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities are requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holder(s) of the same class as the Registrable Securities andpursuant to clauses (ii) and (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration applicable holder(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationtherein.

Priority in Incidental Registrations. Section 3(b) of the ------------------------------------ Agreement is hereby stricken and replaced in its entirety with the following: "If a registration pursuant to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter managing underwriter (or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters) advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 3, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in the following order of priority: (i) first, all of the shares of Common Stock that the Company proposes to be included sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities entitled to make a Demand Registration (as hereinafter defined) held by the party requesting such Demand Registration and by Berkshire Hathaway Inc. and its Affiliates, provided -------- that such amount shall be allocated among such parties on a pro rata on the basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding; and (iii) third, the Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holder(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holder(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all such holderstherein; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested (other than with respect to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount holders of Registrable Securities it desires that are entitled to have included make a Demand Registration and Berkshire Hathaway Inc. and its Affiliates) if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion in such registrationIncidental Registration on a basis other than a pro rata basis if, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount reasonable opinion of Registrable Securities such underwriter or underwriters, selection on such other basis would be material to be included in such registrationthe success of the offering."

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 3 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering by Del Monte (as described in Section 3(a)(ii)) and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (underwriter with a copy respect to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering advises Del Monte that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount largest number of securities which can be sold in (or during the time of) such offering without a reasonable likelihood of adversely affecting the price, timing or distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to then Del Monte will include in such Required Registration registration (i) first, all the securities entitled Del Monte initially proposes to be sold sell for its own account if Del Monte initiates such registration or for the account of any stockholder pursuant to any contractual requirement to register securities (unless such Registration Statement without reference to the stockholder is exercising incidental registration rights subject to a proration provision similar to the provisions set forth in this Section 3(b) or demand registration rights subject to a proration provision similar to the provisions applicable to a Demand Party as set forth in Section 2(d) hereof, in which case the provisions of any holder the following clause (including Holdersii) shall apply to the securities of such stockholder), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and(ii) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities securities referred to be included shall be allocated pro rata on the basis of in clause (i) is less than the number of Registrable Securities beneficially owned at that time by (x) all securities which Del Monte has been advised can be sold in such offering without having the Sponsor Members and their affiliated VCOC Stockholders requesting adverse effect referred to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; thirdabove, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders (other than Sponsor Memberspursuant to Section 3(a), any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis securities of the number of class then being registered ("Other Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLCSecurities") requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; any holder (each, an "Other Holder") of Other Registrable Securities pursuant to any similar registration rights agreement and, if Del Monte does not initiate the registration, securities of the class then being registered which Del Monte proposes to sell for its own account ("Company Securities"), provided, howeverthat if the number of Registrable Securities, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Other Registrable Securities of any Holder and Company Securities so requested to be included in such registration, such Holder may, upon written notice together with the number of securities to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have be included in such registrationregistration pursuant to clause (i) of this Section, whereupon only exceeds the number which Del Monte has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities, if any, it desires Other Registrable Securities and Company Securities requested to have be included will be so included and in such registration by the Holders not so reducing pursuant to Section 3(a), the Other Holders pursuant to any similar registration rights agreement and Del Monte shall be entitled limited to a corresponding increase in such extent and shall be allocated pro rata among (A) all Holders requesting such registration pursuant to Section 3(a), (B) all Other Holders requesting such registration pursuant to any similar registration rights agreement and (C) Del Monte, on the amount basis of Registrable Securities the relative number of securities requested to be included in such registration.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b2(a)(i) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 2(a), exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without materially adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to Securities, which, in the reasonable opinion of such underwriter, can be included shall be allocated pro rata on sold in the basis following order of priority: (A) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any; (B) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting pursuant to participate in the Underwritten Offering a Demand Registration; and (yC) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested and permitted to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holder(s) of the same class as the Registrable Securities andpursuant to clause (B) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included units shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holder(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all such holders; provided, however, therein. To the extent shares of that Common Stock to be included in the event Incidental Registration must be allocated among the Company will not, by virtue holders of this paragraph, include in any such registration all of the Registrable Securities pursuant to clause (C) above, such units shall be allocated pro rata among the holder(s) of any Holder Registrable Securities based on the number of shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationtherein.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b3(a) (other than a Demand Registration or S-3 Registration, it being understood the priority for such registrations is set forth in Section 4(d)) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its or their opinion, the amount total number of securities shares of Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 3, exceeds the maximum number of shares of Common Stock specified by the managing underwriter or underwriters that may be distributed without materially and adversely affecting the price, timing or distribution of such shares of Common Stock, then the Company shall include in such registration 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: (including i) first, all of the shares of Common Stock that the Company proposes to sell for its own account, if any, and (ii) second, the Registrable Securities) Securities that are requested to be included in such registration exceeds Incidental Registration by the amount which can be sold in (or during holders of such Registrable Securities. To the time of) such offering without adversely affecting the distribution extent that shares of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested Common Stock to be included in the Underwritten Offering by Incidental Registration must be allocated among the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number holder(s) of Registrable Securities pursuant to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by clause (xii) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offeringabove, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration applicable holder(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all therein. Notwithstanding the foregoing, if an Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select shares of Common Stock for inclusion, or exclude shares in part or completely, in such holders; providedIncidental Registration on a basis other than a pro rata basis if, however, that in the event reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons, series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and Nalco LLC) and, Series E Warrant Purchasers requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to of Holders hereunder in the extent not all such securities can be included same manner as described in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersSection 2.1(c) hereof; provided, however, that the rights of Takeda as a Holder hereunder shall, to the extent determined by Takeda to be appropriate for sales by Takeda pursuant to Section 8.4(e) of the Alliance Agreement, be a prior right of Takeda to such extent (whether pursuant to "demand" or "piggyback" registration rights) and in preference to the event the Company will notregistration rights of other Holders and Series A Persons, by virtue of this paragraphSeries B Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and Series E Warrant Purchasers to include in any such registration all of the Registrable Securities of any Holder requested by Takeda to be included registered in such registration, registration in such Holder may, upon written notice registration to the Company given within 3 days extent of 50% of the time such Holder first is notified total number of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities shares to be included registered for the account of selling shareholders (and in place of the rights Takeda would otherwise have to participate in registration rights as to the remaining 50% balance of shares to be registered for the account of selling shareholders, except to the extent other selling shareholders do not request registration as to such registrationremaining balance).

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, the Company shall so advise each of the Holders as a part of the Company Notice. In such event, the right of each of the Holders to registration pursuant to this Section 2(b)(ii) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holder whose Registrable Securities are to be included in such registration shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the Underwriter or Underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2(b), if the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, marketing factors require a limitation on the amount number of securities to be underwritten, such Underwriter may (including subject to the allocation priority set forth below) limit the number of Registrable Securities) requested Securities to be included in such the registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the underwriting. The Company shall so advise all holders of Registrable Securities requesting registration, and the number of shares of Registrable Securities that are entitled to be required to include included in such Required Registration the registration and underwriting shall be allocated in the following manner: first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders); second, and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andInvestments LP, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLCInvestments LP) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLCInvestments LP) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, rights of Series B Persons requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. If the Incidental Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders of Registrable Securities as a part of such notice. In such event, the right of any Holder to registration pursuant to this Section 2(b2.2 shall be conditioned upon, and shall not be exercisable by any Holder without, such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If required by the Underwriter then (i) involves all Holders proposing to distribute their Registrable Securities through such underwriting shall, to the extent required by the Underwriter, enter into an Underwritten Offering underwriting agreement with the Underwriter in customary form, and (ii) all Holders shall agree not to sell publicly any of their Registrable Securities for such period as the Underwriter may reasonably request, provided that such period shall not exceed one hundred eighty (180) days. Notwithstanding any other provision of this Section 2.2, if the Underwriter determines that marketing or other factors require a limitation of the number of securities to be underwritten, then the Underwriter in its sole discretion may exclude from such registration and underwriting some or all of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering underwriting by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number Holders of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of other parties other than the Company's Initial Public Offering; provided, Dr. Xxxxxxx Xxxxx (however, that if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities securities requested to be included in such Underwritten Offering registration and underwriting by holders of Registrable Securities and parties other than the Company are not so excluded by the Holders (other than Sponsor MembersUnderwriter, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, then the number of Registrable Securities to be such included securities shall be allocated pro rata on the basis of proportionately among all parties (prorated in proportion to the number of Registrable Securities beneficially shares of Class A Common Stock or Class B Common Stock owned at that time by all such parties) having the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting right to participate in the Required Registration and fourth, all other securities requesting, in accordance with any request registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis (including Holders of the number of Registrable Securities). If securities requested to be included registered by all Holders of Registrable Securities are excluded pursuant to this Section 2.2(b), such holders; providedexclusion shall be apportioned among such Holders pro rata based upon such requesting Holder's total holdings of Registrable Securities, however, that and not total shares requested for inclusion in the event the Company will not, by virtue registration. If any Holder of this paragraph, include in any such registration all Registrable Securities disapproves of the Registrable Securities terms of any Holder requested underwriting subject to be included in such registrationthis Section 2.2(b), then such Holder may, upon may elect to withdraw therefrom by written notice to the Company given within 3 days and the Underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall advise all persons seeking to include their securities in such registration and underwriting of the time number of each such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will person's securities that may be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationincluded.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b4(a) (other than a Demand Registration or S-3 Registration, it being understood the priority for such registrations is set forth in Section 5(d)) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its or their opinion, the amount total number of securities Securities to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 4, exceeds the maximum number of Securities specified by the managing underwriter or underwriters that may be distributed without materially and adversely affecting the price, timing or distribution of such Securities, then the Company shall include in such registration 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: (including i) first, all of the Securities that the Company proposes to sell for its own account, if any, and (ii) second, the Registrable SecuritiesSecurities of the Investor(s) that are requested to be included in such registration exceeds Incidental Registration. To the amount which can be sold in (or during extent that the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by Incidental Registration must be allocated among the Sponsor Members and VCOC Stockholders andInvestor(s) pursuant to clause (ii) above, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration Investors based on the basis of the relative number of securities requested to be included Registrable Securities then owned by all such holdersInvestors; provided, however, that if the Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select Registrable Securities for inclusion in such Incidental Registration from the Investors on a basis other than such pro rata basis if, in the event reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If a registration pursuant the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.2(a) above, the Company will, if requested by any holder of Registrable Securities as provided in said Section 2.2(a) and subject to the provisions of this Section 2(b) involves an Underwritten Offering 2.2(b), arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holder among the securities so being registered, whether to be distributed by such underwriters. In the event that the managing underwriter of any such underwritten offering shall inform the Company and the holder or not for sale for holders of Registrable Securities requesting the account inclusion of their securities in such offering in writing of its reasonable and good faith belief that the size of the Companyoffering that such holders, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company and/or any other securityholders intend to make is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the Company shall include in writing such offering only securities proposed to be sold by the Company for its own account and Registrable Securities and securities having registration rights that are pari passu to those relating to the Registrable Securities (with a copy the "PARI PASSU SECURITIES"). The Company may include in such offering all securities proposed by the Company to each Holder requesting registration be sold for its own account and may decrease the number of Registrable Securities) on or before the date 5 days prior Securities and Pari Passu Securities so proposed to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) be sold and so requested to be included in such registration exceeds the amount which can be sold in offering (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the percentage of the securities, by number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary shares, of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities Company requested to be included in such Underwritten Offering the offering by the Holders (other than Sponsor Members, any VCOC Stockholder holder or holders of such Registrable Securities and Nalco LLCPari Passu Securities) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities necessary to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, reduce the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on offering to the basis level recommended by the managing underwriter. If, prior to the effectiveness of any registration statement contemplated by this Section 2.2, the managing underwriter reasonably determines in good faith, and gives written notice to the holders of Registrable Securities requesting the inclusion of their securities in such offering, that in its opinion the underwriting cannot be achieved at a price acceptable to the Company due to the size of the offering, the Company may further decrease the number of securities requested Registrable Securities and Pari Passu Securities in the manner described in the preceding sentence to the minimum extent necessary in order to achieve a price acceptable to the Company. The holder or holders of Registrable Securities to be included distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate custody agreements which are reasonably acceptable to such holders, shall execute appropriate powers of attorney which are reasonably acceptable to such holders, and shall take all such holders; actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities, provided, however, that in the event the Company will not, by virtue of this paragraph, include in any (i) such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount holder or holders of Registrable Securities it desires to have included participating in such registrationregistration shall not be required to make any representations or warranties other than those relating solely to such holder, whereupon only the its Registrable Securities, if any, it desires and its intended method of distribution and (ii) the liability of each such holder to have included any underwriter under such underwriting agreement will be so included and the Holders not so reducing shall be entitled limited to a corresponding increase in the amount of liability arising from misstatements or omissions regarding such holder, its Registrable Securities and its intended method of distribution and any such liability shall not exceed an amount equal to be included in the net proceeds such holder derives from such registration.

Priority in Incidental Registrations. If a registration pursuant to which this Section 2(b) 3 applies involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company underwriter advises Issuer in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of equity securities (including all Registrable Securities) requested which Issuer, the Holders and any other persons intend to include in such registration exceeds the largest number of shares (such amount, the "Maximum Shares" for purposes of this Section 3(b)) which can be sold without having an adverse effect on such offering, including the price at which such equity securities can be sold, the number of such equity securities to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to reduced, and Issuer will include in such Required Registration registration a maximum number of equity securities as follows: (A) first, all the securities entitled such number of shares which Issuer proposes to be sold pursuant to sell for its own account in such Registration Statement without reference to the incidental registration rights of any holder registration; (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx andB) second, to the extent not all the Maximum Shares exceeds the shares allocated to the first priority, such Registrable Securities can be included in such Underwritten Offering, number of shares as are requested for inclusion therein by the number Holders of Registrable Securities in accordance with the priorities and allocations set forth in Section 2(e)(i) (but using the Section 3 Maximum Shares amount) (provided, however, that, in the event that such registration is one in which one or more of the 1818 RRA Parties are also entitled to be included incidental registration rights, such excess shall be allocated pro rata between the 1818 RRA Parties so entitled, on the one hand, and the Holders of Registrable Securities hereunder, on the other hand, on the basis of the number of shares requested for (and so entitled to) inclusion in such registration, with the sub-allocation to and among the 1818 RRA Parties otherwise governed by the 1818 RRA and the sub-allocation to and among the Holders of Registrable Securities beneficially owned at that time by hereunder determined in accordance with the priorities and allocations set forth in Section 2(e)(i) (x) all but using the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering Section 3 Maximum Shares amount)); and (yC) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all the Maximum Shares exceed the shares allocated to the first and second priorities, such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall excess will be allocated pro rata on in accordance with Section 2(e)(ii) (but using the basis of the number of Registrable Securities beneficially owned at Section 3 Maximum Shares amount). It is understood and agreed that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting under this Agreement will have no right to participate in any demand or shelf registration under the Required Registration 1818 RRA, and fourth, all other securities requesting, the 1818 RRA Parties shall have no right to participate in accordance with any registration rights which are granted in compliance with pursuant to Section 6(a) or have been granted prior to the date 2 hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and (ii) the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter of such Underwritten Offering underwritten offering shall advise inform the Company in writing (with a copy to each Holder and the holders of the Registrable Securities requesting such registration by letter of Registrable Securities) on or before its belief that the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering, then (A) in the case of an offering without adversely affecting for the distribution account of the securities being offeredCompany, unless registration for the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company Registrable Securities shall be required cut back such that (i) no holder of Registrable Securities shall be entitled to include participate in such Required Registration first, underwritten public offering unless all the securities entitled shares of Common Stock proposed to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be Company for its own account have been included in such Underwritten Offeringunderwritten public offering, and (ii) after the Company has included its own shares of Common Stock, the number holders of Registrable Securities and the holders of other securities as to which the Company has granted registration rights ("Other Registrable Securities"), including incidental registration rights, shall be entitled to include their Registrable Securities and Other Registrable Securities in an amount up to the amount that such managing underwriter or underwriters advise may be included shall be therein (allocated pro rata on among the basis of the number holders of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all holders of other Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included therein by all each such holders; providedholder) and (B) in the case of an offering that was commenced as a result of the exercise of demand registration rights by Persons other than Stockholders, the Persons commencing such registration and the holders of Registrable Securities shall be entitled to include their Registrable Securities and Other Registrable securities in an amount up to the amount such managing underwriters or underwriters advise may be included therein (allocated among the persons commencing such registration and the holders of Registrable Securities pro rate on the basis of the number of securities requested to be so included therein by each such person or holder). If, however, that the registration was initiated by the Company within one hundred twenty (120) days of a requested registration and is in lieu thereof, then the Company shall include in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice registration and shall decrease the number of securities proposed to be sold by the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten public offering and the sole Underwriter managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters in its judgment advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number 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 Securities) Shares which the Holders have requested to be included in such registration exceeds the amount which can be sold in (or during the time of) and such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder 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 rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities to be included 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 Shares requested to be included in 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 2(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 number of such Registrable 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 may, upon written notice has requested to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have be included in such registration); and (iv) fourth, whereupon only to the Registrable Securitiesextent that the number of securities which are to be included in such registration pursuant to clauses (i), if any(ii) and (iii) of this Section 2(b) is, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount aggregate, less than the number of Registrable Securities securities which the Company 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 Persons which, in the opinion of such 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.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be reasonably expected to be sold in (or during the time of) such offering without adversely affecting the success of the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to will include in such Required Registration registration, first, all the securities entitled desired to be sold by the Company pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offeringsecond, the number amount of other securities (including Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (xSecurities) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by registration that the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities Company is so advised can be included sold in (or during the time of) such Underwritten Offeringoffering, the number of Registrable Securities to be included shall be allocated allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number percentage of the securities (including Registrable Securities Securities) beneficially owned at the time that time by all the Holders each holder (other than Sponsor Members, any VCOC Stockholder and Nalco LLCincluding Holders) requesting inclusion of their securities desires to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included register in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holdersregistration; provided, however, that in the event the Company will notdetermines, by virtue of this paragraph, not to include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing amount of Registrable Securities which each Holder is entitled to include in such registration shall be entitled to a corresponding increase in re-calculated utilizing the amount reduced total number of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If the Company at any time ------------------------------------ proposes to register any of its securities under the Securities Act as contemplated by this section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provide that if the -------- managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any Common Stock of the Company which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under this section 2.2, by letter of its belief that inclusion in such underwritten distribution of all or a registration pursuant specified number of such Registrable Securities or of such other securities of the Company so requested to this Section 2(b) involves an Underwritten Offering be included would interfere with the successful marketing of the securities so being registered, whether or not for sale for the account registered (other than such Registrable Securities and other Common Stock of the Company, Company so requested to be included) by the underwriters (such writing to state the basis of such belief and the sole Underwriter or the lead managing Underwriter, as the case may be, approximate number of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration Registrable Securities and shares of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) Common Stock so requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offeringunderwritten offering without such effect), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event then the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to all holders of such Registrable Securities and of such other shares of Common Stock of the Company given within 3 days of so requested to be included, exclude pro rata from such underwritten -------- offering (if and to the time extent stated by such Holder first is notified managing underwriter to be necessary to eliminate such effect) the number of such matter, reduce Registrable Securities and shares of such other Common Stock so requested to be included the amount registration of which shall have been requested by each holder of Registrable Securities it desires and by the holders of such other Common Stock so that the resultant aggregate number of such Registrable Securities and of such other shares of Common Stock so requested to have be included which are included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing underwritten offering shall be entitled equal to a corresponding increase in the amount approximate number of Registrable Securities to be included shares stated in such registrationmanaging underwriter's letter.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) SECTION 2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten public offering and the sole Underwriter managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters in its judgment advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number 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 Securities) Shares which the Holders have requested to be included in such registration exceeds the amount which can be sold in (or during the time of) and such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder 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 rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities to be included 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 Shares requested to be included in 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 2(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 number of such Registrable 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 may, upon written notice has requested to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have be included in such registration); and (iv) FOURTH, whereupon only to the Registrable Securitiesextent that the number of securities which are to be included in such registration pursuant to clauses (i), if any(ii) and (iii) of this SECTION 2(b) is, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount aggregate, less than the number of Registrable Securities securities which the Company 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 Persons which, in the opinion of such 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.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons, Series D Persons, Series F Persons, and Nalco LLC) and, Series G Persons requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole managing Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including all Registrable Securities) requested which the Company, the Holders and any other Persons propose to be included include in such registration exceeds the amount number which can be sold in (or during the time of) such offering without a reasonable likelihood of adversely affecting the price, timing or distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to will include in such Required Registration registration (i) first, all the securities entitled the Company initially proposes to be sold sell for its own account if the Company initiates such Incidental Registration or for the account of any security holder pursuant to any contractual requirement to register securities (unless such Registration Statement without reference to the holder is exercising incidental registration rights subject to a proration provision similar to the provisions set forth in this Section 2.2(b) or demand registration rights subject to a proration provision similar to the provisions applicable to a Demanding Party as set forth in Section 2.1(c) hereof, in which case the provisions of any holder the following clause (including Holdersii) shall apply to the securities of such holder), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and(ii) second, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities securities referred to be included shall be allocated pro rata on the basis of in clause (i) is less than the number of Registrable Securities beneficially owned at that time by (x) all securities which the Sponsor Members and their affiliated VCOC Stockholders requesting Company has been advised can be sold in such offering without having the adverse effect referred to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; thirdabove, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders pursuant to Section 2.2(a) and all securities of the class then being registered (other than Sponsor Members"Other Registrable Securities") requested to be included by any holder (each, any VCOC Stockholder and Nalco LLCan "Other Holder") and, to the extent not all such of Other Registrable Securities can be included in such Underwritten Offeringpursuant to any similar registration rights agreement, provided, that if the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of and Other Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder so requested to be included in such registration, such Holder may, upon written notice together with the number of securities to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have be included in such registrationregistration pursuant to clause (i) of this Section, whereupon only exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities, if any, it desires Securities and Other Registrable Securities requested to have be included will be so included in such registration by the Holders pursuant to Section 2.2(a) and the Other Holders not so reducing pursuant to any similar registration rights agreement shall be entitled limited to a corresponding increase in such extent and shall be allocated pro rata among (A) all Holders requesting such registration pursuant to Section 2.2(a) and (B) all Other Holders requesting such registration pursuant to any similar registration rights agreement on the amount basis of Registrable Securities the relative number of securities requested to be included in such registration, and (iii) third, if the Company does not initiate the Incidental Registration, to the extent the number of securities referred to in clauses (i) and (ii) is 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, securities of the class then being registered the Company proposes to sell for its own account up to the number of such securities that, in the opinion of the managing Underwriter, can be sold without having such adverse effect.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and (ii) the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter of such Underwritten Offering underwritten offering shall advise inform the Company in writing (with a copy to each Holder and the holders of the Registrable Securities requesting such registration by letter of Registrable Securities) on or before its belief that the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering, then (A) in the case of an offering without adversely affecting for the distribution account of the securities being offeredCompany or which was demanded by the holders of the Registrable Securities - July 1999 pursuant to the rights of the holders of the Registrable Securities - July 1999, unless registration for the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company Registrable Securities shall be required cut back such that (i) no holder of Registrable Securities shall be entitled to include participate in such Required Registration first, underwritten public offering unless all the securities entitled shares of Common Stock proposed to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be Company for its own account have been included in such Underwritten Offeringunderwritten public offering, and (ii) after the Company has included its own shares of Common Stock, the number holders of Registrable Securities and the holders of other securities as to which the Company has granted registration rights including (without limitation) the Registrable Securities - July 1999 ("Other Registrable Securities"), including incidental registration rights, shall be entitled to include their Registrable Securities and Other Registrable Securities in an amount up to the amount that such managing underwriter or underwriters advise may be included shall be therein (allocated pro rata on among the basis of the number holders of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all holders of other Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included therein by all each such holders; providedholder) and (B) in the case of an offering that was commenced as a result of the exercise of demand registration rights by Persons other than E-P or other holders of Registrable Securities, the Persons commencing such registration and the holders of Registrable Securities shall be entitled to include their Registrable Securities and Other Registrable Securities in an amount up to the amount such managing underwriters or underwriters advise may be included therein (allocated among the persons commencing such registration and the holders of Registrable Securities pro rata on the basis of the number of securities requested to be so included therein by each such person or holder). If, however, that the registration was initiated by the Company within one hundred twenty (120) days of a requested registration and is in lieu thereof, then the Company shall include in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice registration and shall decrease the number of securities proposed to be sold by the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 3.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders Company (other than Sponsor Membersthe Registrable Securities), any VCOC Stockholder and Nalco LLCthen the Company shall include in such registration (a) andFIRST, 100% of the securities the Company proposes to sell, (b) SECOND, to the extent not all such Registrable Securities can be included in such Underwritten Offering, of the number amount of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration which are registration which, in the opinion of such managing underwriter, can be sold without having the same class as adverse effect referred to above, the amount of Registrable Securities and, to which the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder Stockholders have requested to be included in such registration, such Holder mayamount to be allocated pro rata among all requesting Stockholders on the basis of the relative amount of Registrable Securities then held by each such Stockholder (provided, upon written notice that any such amount thereby allocated to any such Stockholder that exceeds such Stockholder’s request shall be reallocated among the remaining requesting Stockholders and other Stockholders in like manner) and THIRD, to the Company given within 3 days extent of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires subject to registration rights held by holders other than the Stockholders who have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities which the other holders have requested to be included in such registration, 11 such amount to be allocated pro rata among all requesting other holders on the basis of the relative amount of Registrable Securities then held by each such other holder.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holders requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Company's Initial Public Offeringpercentage of the Registrable Securities held by such Holders immediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to (i) the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by registration pursuant to this Section 2.2., and (ii) the Holders (other than Sponsor Membersrights of Series B Persons, any VCOC Stockholder Series C Persons, Series D Persons, Series E Persons, Series F Persons, and Nalco LLC) and, Warrant Purchasers requesting registration to the extent not all such Registrable Securities can be included include securities in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated registration on a pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase hereunder in the amount of Registrable Securities to be included same manner as described in such registrationSection 2.1(c) hereof.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b2(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the total number of Registrable Securities to be included shall be allocated pro rata on the basis shares of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested Common Stock to be included in such registration, including the Registrable Securities requested to be included pursuant to this Section 2, exceeds the maximum number of shares of Common Stock specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such Holder mayshares of Common Stock, upon written notice to then the Company given within 3 days shall include in such registration only such maximum number of shares of Common Stock which, in the reasonable opinion of such underwriter or underwriters, can be sold, in the following order of priority: (i) first, all of the time such Holder first is notified shares of such matter, reduce Common Stock that the amount of Registrable Securities it desires Company proposes to have included in such registration, whereupon only the Registrable Securitiessell for its own account, if any, it desires unless such registration is commenced pursuant to have included will exercise of a valid demand registration then all of the shares of Common Stock being registered by such holder shall be so included first and the Holders not so reducing Common Stock being registered by the Company for its own account shall be entitled second, (ii) next, all of the shares of Common Stock being registered pursuant to a corresponding increase in Demand Registration (as hereinafter defined) or any other demand registration rights exercised after registration is commenced, (iii) next, the amount shares of Registrable Securities Common Stock being registered by holders with registration rights requested to be included in such registrationIncidental Registration (allocated among such holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding), and (iv) next, the shares of Common Stock being registered by holders without registration rights that are permitted to participate in such Incidental Registration (allocated among such holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding). Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such Incidental Registration on a basis other than a pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the success of the offering.

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Initial Holder requesting registration of Registrable SecuritiesSecurities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to will include in such Required Registration registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all second, the amount of other securities (including Registrable Securities Securities) requested to be included in such registration that the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities Company is so advised can be included sold in (or during the time of) such Underwritten Offeringoffering, the number of Registrable Securities to be included shall be allocated allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities Securities) beneficially owned at that the time by the holders (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority including Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are inclusion of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holderstheir securities; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If a registration pursuant ------------------------------------ to this Section 2(b3(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 3, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by pursuant to a Demand Registration (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering as hereinafter defined), and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included by all such holderstherein; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested (other than with respect to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount holders of Registrable Securities it desires that are entitled to have included make a Demand Registration Request (as hereinafter defined)) if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion in such registrationIncidental Registration on a basis other than a pro rata basis if, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount reasonable opinion of Registrable Securities such underwriter or underwriters, selection on such other basis would be material to be included in such registrationthe success of the offering.

Priority in Incidental Registrations. If a registration pursuant the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 2(b) involves an Underwritten Offering 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities use commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration the holders of any Common Stock or other securities of the Company which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under this Section 2.2, by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities of the Company so requested to be included would interfere with the successful marketing of the securities so being registeredregistered (other than such Registrable Securities, whether Common Stock or not for sale for the account other securities of the Company, Company so requested to be included) by the underwriters (such writing to state the basis of such belief and the sole Underwriter or the lead managing Underwriter, as the case may be, approximate number of such Underwritten Offering shall advise Registrable Securities, shares of Common Stock or other securities of the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) so requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offeringunderwritten offering without such effect), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event then the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to all holders of such Registrable Securities, and holders of Common Stock or other securities of the Company given within 3 days so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities, and shares of such Common Stock or other securities of the time such Holder first is notified Company so requested to be included the registration of which shall have been requested by each holder of Registrable Securities, and by the holders of such matter, reduce Common Stock or other securities of the amount Company so that the resultant aggregate number of such Registrable Securities it desires and of such other shares of Common Stock or other securities of the Company so requested to have be included which are included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing underwritten offering shall be entitled equal to a corresponding increase in the amount approximate number of Registrable Securities to be included shares stated in such registrationmanaging underwriter's letter.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b2(a) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount total number of securities (including Registrable Securities) requested shares of Common Stock to be included in such registration exceeds registration, including the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in pursuant to this Section 2, exceeds the Underwritten Offering maximum number of shares of Common Stock specified by the Sponsor Members and VCOC Stockholders andmanaging underwriter that may be distributed without adversely affecting the price, following timing or distribution of such shares of Common Stock, then the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included Company shall include in such Underwritten Offering, the registration only such maximum number of Registrable Securities to which, in the reasonable opinion of such underwriter or underwriters, can be included shall be allocated pro rata on sold in the basis following order of priority: (i) first, all of the number shares of Common Stock that the Company proposes to sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting pursuant to participate in the Underwritten Offering a Demand Registration; and (yiii) following third, the one-year anniversary Registrable Securities of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary holder(s) of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to Incidental Registration. To the extent not all such Registrable Securities can be included in such Underwritten Offering, the number that shares of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, Common Stock to be included in such Required the Incidental Registration which are must be allocated among the holders(s) of the same class as the Registrable Securities andpursuant to clause (iii) above, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shares shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration holders(s) of Registrable Securities based on the basis of the number of securities shares of Common Stock that such holders(s) of Registrable Securities shall have requested to be included by all therein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders; providedIncidental Registration on a basis other than a pro rata basis if, however, that in the event reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the Company will not, by virtue of this paragraph, include in any such registration all success of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationoffering.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 3.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to include in such Required Registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering registration would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders Company (other than Sponsor Membersthe Registrable Securities), any VCOC Stockholder and Nalco LLCthen the Company shall include in such registration (a) andFIRST, 100% of the securities the Company proposes to sell, (b) SECOND, to the extent not all such Registrable Securities can be included in such Underwritten Offering, of the number amount of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, requested to be included in such Required Registration which are registration which, in the opinion of such managing underwriter, can be sold without having the same class as adverse effect referred to above, the amount of Registrable Securities and, to which the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder Stockholders have requested to be included in such registration, such Holder mayamount to be allocated pro rata among all requesting 11 Stockholders on the basis of the relative amount of Registrable Securities then held by each such Stockholder (provided, upon written notice that any such amount thereby allocated to any such Stockholder that exceeds such Stockholder’s request shall be reallocated among the remaining requesting Stockholders and other Stockholders in like manner) and THIRD, to the Company given within 3 days extent of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires subject to registration rights held by holders other than the Stockholders who have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities which the other holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting other holders on the basis of the relative amount of Registrable Securities then held by each such other holder.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole managing Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including all Registrable Securities) requested which the Company, the Holders and any other Persons propose to be included include in such registration exceeds the amount number which can be sold in (or during the time of) such offering without a reasonable likelihood of adversely affecting the price, timing or distribution of the securities being offered, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company shall be required to will include in such Required Registration firstregistration (i) FIRST, all the securities entitled the Company initially proposes to be sold sell for its own account if the Company initiates such Incidental Registration or for the account of any security holder pursuant to any contractual requirement to register securities (unless such Registration Statement without reference to the holder is exercising incidental registration rights subject to a proration provision similar to the provisions set forth in this Section 2.2(b) or demand registration rights subject to a proration provision similar to the provisions applicable to a Demanding Party as set forth in Section 2.1(c) hereof, in which case the provisions of any holder the following clause (including Holdersii) shall apply to the securities of such holder), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and(ii) SECOND, to the extent not all such Registrable Securities can be included in such Underwritten Offering, that the number of Registrable Securities securities referred to be included shall be allocated pro rata on the basis of in clause (i) is less than the number of Registrable Securities beneficially owned at that time by (x) all securities which the Sponsor Members and their affiliated VCOC Stockholders requesting Company has been advised can be sold in such offering without having the adverse effect referred to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; thirdabove, all Registrable Securities requested to be included in such Underwritten Offering registration by the Holders pursuant to Section 2.2(a) and all securities of the class then being registered (other than Sponsor Members"OTHER REGISTRABLE SECURITIES") requested to be included by any holder (each, any VCOC Stockholder and Nalco LLCan "OTHER HOLDER") and, to the extent not all such of Other Registrable Securities can be included in such Underwritten Offeringpursuant to any similar registration rights agreement, PROVIDED, that if the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of and Other Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder so requested to be included in such registration, such Holder may, upon written notice together with the number of securities to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have be included in such registrationregistration pursuant to clause (i) of this Section, whereupon only exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities, if any, it desires Securities and Other Registrable Securities requested to have be included will be so included in such registration by the Holders pursuant to Section 2.2(a) and the Other Holders not so reducing pursuant to any similar registration rights agreement shall be entitled limited to a corresponding increase in such extent and shall be allocated PRO RATA among (A) all Holders requesting such registration pursuant to Section 2.2(a) and (B) all Other Holders requesting such registration pursuant to any similar registration rights agreement on the amount basis of Registrable Securities the relative number of securities requested to be included in such registration, and (iii) THIRD, if the Company does not initiate the Incidental Registration, to the extent the number of securities referred to in clauses (i) and (ii) is 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, securities of the class then being registered the Company proposes to sell for its own account up to the number of such securities that, in the opinion of the managing Underwriter, can be sold without having such adverse effect.

Priority in Incidental Registrations. If a registration pursuant to this Section 2(b) 2 involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, underwritten offering and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter in good faith advises the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number 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, 100% of the securities the Company proposes to sell for its own account; and (ii) SECOND, such number of Registrable Securities) Shares which the Holders have requested to be included in such registration and such number of securities which Other Holders have requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities of Other Holders to be included 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 Shares requested to be included in such registration by the Other Holders pursuant to Section 2(a) of the Warrantholders Registration Rights Agreement and permitted to be included in such registration by the Other Holders pursuant to Section 2(b) of the Warrantholders Registration Rights Agreement exceeds the amount number which the Company has been advised can be sold in (or during the time of) such offering without adversely affecting having the distribution adverse effect referred to above, the number of such Registrable Shares to be included in such registration by the Other Holders shall be allocated pro rata among such Other Holders on the basis set forth in Section 2(b) of the Warrantholders Registration Rights Agreement and, in such event, the Holders shall have no right to register shares pursuant to this Agreement; and (iii) THIRD, to the extent that the number of securities being offered, unless the managing Underwriter shall otherwise specify which are to be included in such registration pursuant to clauses (which specification may not adversely affect any Sponsor Member i) and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be(ii), in the aggregate, is less than the number of securities which the Company shall has been advised can be required to include sold in such Required Registration firstoffering without having the adverse effect referred to above, all the such number of other securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by offering for the Sponsor Members and VCOC Stockholders andaccount of any other Persons which, following in the one-year anniversary opinion of the Company's Initial Public Offeringsuch managing underwriter, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be included in sold without having the adverse effect referred to above, such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among all holders of such other securities on the basis of the relative number of Registrable Securities beneficially owned at that time by (x) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx (if requesting to participate in the Underwritten Offering), or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Registrable Securities requested to be included in such Underwritten Offering by the Holders (securities each other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder person has requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm, commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the sole Underwriter or Holders of the lead managing Underwriter, as Registrable Securities requesting such registration by letter of its belief that the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration of Registrable Securities) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offeredoffering, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), then the Company shall be required to may include in such Required Registration first, offering all securities proposed by the securities entitled Company to be sold pursuant to such Registration Statement without reference to for its own account and may decrease the incidental registration rights number of any holder (including Holders), and second all Registrable Securities and other securities of the Company that persons have requested to be included in such registration by (a) first decreasing the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, securities requested to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of registration other than Registrable Securities to be included shall be allocated (pro rata among the persons requesting such registration on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) and (b) then, to the extent necessary, decreasing the Registrable Securities beneficially owned at that time by requested to be registered (x) all pro rata among the Sponsor Members and their affiliated VCOC Stockholders Holder's requesting to participate in such registration on the Underwritten Offering and (y) following the one-year anniversary basis of the Companypercentage of the Registrable Securities held by such Holder's Initial Public Offeringimmediately prior to the filing of the registration statement with respect to such registration); provided, Dr. Xxxxxxx Xxxxx (if requesting to participate in however, that the Underwritten Offering), or on such other basis as rights of Holders hereunder shall be agreed among subject to the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary right of the Company's Initial Public Offering and only if Series A Persons requesting inclusion of securities in such registration to participate include all of the securities requested to be registered by such Series A Persons in such registration without reduction prior to the Underwritten Offering) and the Majority Holders; third, all inclusion of any Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) and, registration pursuant to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with this Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration2.2.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ pursuant to this Section 2(b) 2.2 involves an Underwritten Offering underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, and (ii) the sole Underwriter or the lead managing Underwriter, as the case may be, underwriter of such Underwritten Offering underwritten offering shall advise inform the Company in writing (with a copy to each Holder and the holders of the Registrable Securities requesting such registration by letter of Registrable Securities) on or before its belief that the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested to be included in such registration exceeds the amount number which can be sold in (or during the time of) such offering, then (A) in the case of an offering without adversely affecting for the distribution account of the securities being offeredCompany, unless registration for the managing Underwriter shall otherwise specify (which specification may not adversely affect any Sponsor Member and any affiliated VCOC Stockholder relative to any other Sponsor Member and any affiliated VCOC Stockholder, as the case may be), the Company Registrable Securities shall be required cut back such that (1) no holder of Registrable Securities shall be entitled to include participate in such Required Registration first, underwritten public offering unless all the securities entitled shares of Common Stock proposed to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second all Registrable Securities requested to be included in the Underwritten Offering by the Sponsor Members and VCOC Stockholders and, following the one-year anniversary of the Company's Initial Public Offering, Dr. Xxxxxxx Xxxxx and, to the extent not all such Registrable Securities can be Company for its own account have been included in such Underwritten Offeringunderwritten public offering, and (2) after the Company has included its own shares of Common Stock, the number holders of Registrable Securities and Persons other than Stockholders ("Other Persons") shall be entitled to include their ------------- Registrable Securities and Other Registrable Securities in an amount up to the amount that such managing underwriter or underwriters advise may be included shall be therein (allocated among the holders of Registrable Securities and Other Registrable Securities pro rata on the basis of the number of Registrable Securities beneficially owned at that time and Other Registrable Securities requested to be included therein by each such holder) and (xB) all the Sponsor Members and their affiliated VCOC Stockholders requesting to participate in the Underwritten Offering and (y) following the one-year anniversary case of an offering that was commenced as a result of the Company's Initial Public Offeringexercise of demand registration rights by Other Persons, Dr. Xxxxxxx Xxxxx the Other Persons commencing such registration and the holders of Registrable Securities shall be entitled to include their Other Registrable Securities and Registrable Securities in an amount up to the amount such managing underwriters or underwriters advise may be included therein (if requesting allocated first to participate the Other Persons commencing such Registration and thereafter among the holders of Registrable Securities. If, however, the registration was initiated by the Company within one hundred twenty (120) days of a requested registration and is in lieu thereof, then the Company shall include in the Underwritten Offering), registration all Registrable Securities or on such other basis as shall be agreed among the Sponsor Members, Dr. Xxxxxxx Xxxxx (but only following the one-year anniversary of the Company's Initial Public Offering and only if requesting to participate in the Underwritten Offering) and the Majority Holders; third, all Other Registrable Securities requested to be included in such Underwritten Offering by the Holders (other than Sponsor Members, any VCOC Stockholder registration and Nalco LLC) and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, shall decrease the number of Registrable Securities securities proposed to be included shall be allocated pro rata on sold by the basis of the number of Registrable Securities beneficially owned at that time by all the Holders (other than Sponsor Members, any VCOC Stockholder Company and Nalco LLC) requesting to participate in the Required Registration and fourth, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a) or have been granted prior to the date hereof, to be included in such Required Registration which are of the same class as the Registrable Securities and, registration to the extent not all such securities can be included in such Required Registration, necessary to reduce the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of level recommended by the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationmanaging underwriter.