Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; and second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included.

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

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 3(a) involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs advises the Company and the Holders in writing of that, in its opinion that opinion, the total number of securities requested to be included in such registration will adversely affect the success shares of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (Common Stock or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holdersPreferred Stock, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to including the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; and second, such securities Registrable Securities requested to be included pursuant to incidental registration rights in such registration by this Section 3, exceeds the holder maximum number of shares of Common Stock or holdersPreferred Stock, as the case may be, including specified by the Holdersmanaging 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 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 shares of Common Stock that the Company proposes to sell for its own account, if any, and (ii) second, the Registrable Securities of the other holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the extent that shares of Common Stock or Preferred Stock, as the case may be, to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (ii) above, such shares shall be allocated pro rata among the holders(s) of Registrable Securities based on the basis of the number of shares of Common Stock or Preferred Stock, as the case may be, that such securities so proposed to be sold by all such security holders and so holders(s) of Registrable Securities shall have requested to be includedincluded therein.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 1.2 involves an underwritten offering and the managing Underwriter advises the Parent that, in its opinion, the number of securities (including all Registrable Securities) which the Parent, the Shareholders and any other persons propose to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Parent will include in such registration up to such maximum number of securities (i) in the case such registration was undertaken initially by Parent for its own account: (1) FIRST, all the securities so being registered the Parent initially proposes to sell for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactionits own account, and (B2) SECOND, to the managing underwriter of such underwritten offering informs the Company and the Holders in writing of its opinion extent that the number of securities referred to in clause (i)1 is less than the number of securities which the Parent has been advised can be sold in such offering without having the adverse effect referred to above, then all Registrable Securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included Shareholders pursuant to incidental Section 1.2(a) or by any other holder of securities electing to register securities pursuant to any similar registration rights in such registration by the holder or holders, as the case may be, including the Holders, agreement pro rata on the basis of the relative number of such securities so proposed requested by each of them to be sold by all included in such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. registration or (ii) If in the case such registration was undertaken on behalf of holders (Athe "Demanding Holders") a registration pursuant to this Section 2.2 involves an underwritten offering other than the Shareholders: (1) FIRST, all of the securities so being registered for sale for the account of the Companysuch Demanding Holders propose to include and (2) SECOND, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion extent that the number of securities referred to in clause (ii)1 is less than the number of securities which the Parent has been advised can be sold in such offering without having the adverse effect referred to above, then all Registrable Securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; and second, such securities requested to be included Shareholders pursuant to incidental Section 1.2(a) or by any other holder of securities electing to register securities pursuant to any similar registration rights in such registration by the holder or holders, as the case may be, including the Holders, agreement pro rata on the basis of the relative number of such securities so proposed requested by each of them to be sold by all included in such security holders and so requested to be includedregistration.

Priority in Incidental Registrations. (i) If (A) a any registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter underwriter(s) of such underwritten offering informs shall inform the Company and the Holders in writing of its opinion belief that the number of securities Registrable Securities requested to be included in such registration will or offering, when added to the number of other equity securities to be offered in such registration or offering, would materially adversely affect the success of such offering, then the Company will shall include in such registrationregistration or offering, to the extent of the number that and type which the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in or offering without so materially adversely affecting such registration by or offering (the holder or holders“Section 2.2 Sale Amount”), as the case may be, including the Holders, pro rata on the basis (i) all of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; (ii) thereafter, if the Participating Holders hold Registrable Securities that constitute, or upon conversion thereof would constitute, a Qualifying Ownership Interest (as defined in the Purchase Agreement), to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities requested by the Participating Holders (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to participate on a pro rata basis based on the aggregate number of shares of Registrable Securities requested by the Participating Holders to be registered); and second(iii) thereafter, such to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities required by the Participating Holders (if the Participating Holders did not have the right to include Registrable Securities in the registration pursuant to clause (ii) above) and any other securities of the Company requested to be included pursuant to incidental by Company stockholders holding other such registration rights in such registration on a pro rata basis based on the aggregate number of shares requested by the holder or holders, as Participating Holders and the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed other Company stockholders to be sold by all such security holders and so requested to be includedregistered.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 8.2 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of equity securities (including all Registrable Securities) which the Company, CVCA and any other persons propose to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration up to such maximum number of securities (i) first, all the securities so being registered the Company initially proposes to sell for sale its own account or for the account of a stockholder any security holder pursuant to any contractual requirement to register securities, and (other ii) second, to the extent that the number of securities referred to in clause (i) is less than the Holders) exercising a demand number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration right by CVCA pursuant to another Section 8.2 or by any other holder of securities electing to register securities pursuant to any similar registration rights agreement; PROVIDED that if the number of Registrable Securities requested to be included in such registration by CVCA pursuant to Section 8.2, together with the number of securities which the Company proposes to sell for its own account or for the account of any security holder pursuant to any contractual requirement to register securities to be included in such registration pursuant to clause (i) of this Section exceeds the 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 by CVCA pursuant to Section 8.2 shall be limited to such extent and shall be allocated PRO RATA among all holders requesting such registration pursuant to Section 8.2 or any similar registration rights agreement to be distributed by or through one or more underwriters on the basis of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs the Company and the Holders in writing of its opinion that the relative number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities requested to be included in such registration will adversely affect the success of such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company to be sold for its own account; and second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 2 involves an underwritten public offering and the managing underwriter or underwriters in its judgment advises the Company in writing that, in its opinion, the 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 so being registered for sale for such Other Holders propose to sell (except to the account extent the terms of a stockholder (other than the such Other Holders) exercising a demand registration right pursuant to another ' registration rights agreement to be distributed by or through one or more underwriters provide otherwise); (ii) second, 100% of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs securities the Company and proposes to sell for its own account, if any; (iii) third, to the Holders in writing of its opinion extent that the number of securities which such Other Holders exercising demand registration rights and the Company propose to sell is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares which the Holders have requested to be included in such registration will adversely affect the success and such number of such offering, then the Company will include securities which Other Holders have requested to be included in such registration, in each case pursuant to Section 2(a) or other piggyback or incidental registration rights and which, in the extent opinion of the number that the Company is so advised such managing underwriter or underwriters, can be sold in (or during without having the time of) such offering: firstadverse effect referred to above, such number of Registrable Shares and securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, 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 securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering term is used in Rule 13d-3 of the securities so being registered for sale for the account of the CompanyExchange Act) by such Holders and Other Holders (provided, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that if the number of securities Registrable Shares requested to be included in such registration will adversely affect by the success of Holders pursuant to Section 2(a) and permitted to be included in such offering, then registration by the Holders pursuant to this Section 2(b) exceeds the number which the Company will include in such registration, to the extent of the number that the Company is so has been advised can be sold in (or during such offering without having the time of) adverse effect referred to above, the number of such offering: first, securities proposed Registrable Shares to be included in such registration by the Company Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be sold for its own accountincluded in such registration); and second(iv) fourth, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) of this Section 2(b) 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 other securities requested to be included pursuant 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 incidental registration rights in above, such registration by the holder or holders, as the case may be, including the Holders, number to be allocated pro rata among all holders of such other securities on the basis of the relative number of such other securities so proposed to be sold by all such security holders and so each other Person has requested to be includedincluded in such registration.

Priority in Incidental Registrations. (i) If (A) a registration pursuant to this Section 2.2 2 involves an underwritten offering of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering informs advises the Company and the Holders in writing of that, in its opinion that opinion, the number of securities requested to be included in such registration will adversely affect exceeds the success of number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering (other than the Registrable Securities), then the Company will include in such registrationregistration (i) first, 100% of the securities, if any, the Company 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 registration pursuant to an Other Registration Rights Agreement and (iii) third, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities Registrable Securities requested to be included in such registration will adversely affect which, in the success opinion of such offeringmanaging underwriter, then can be sold without having the Company will include adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, securities proposed by the Company amount to be sold for its own account; and second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the Holders, allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such securities so proposed Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be sold by all such security holders and so reallocated among the remaining requesting Holders in like manner. In the event that the number of Registrable Securities requested to be includedincluded in such registration and securities which the Company is so required to include in such registration in accordance with any Other Registration Rights Agreement is less than the number 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. (i) If (A) a registration pursuant to this Section 2.2 1.2 involves an underwritten offering offering, and the managing or lead underwriter or underwriters shall advise the Company in writing (a copy of which shall be provided by the Company to each Person requesting registration of Eligible Securities or other securities of the securities so being registered for sale for the account of a stockholder (other than the Holders) exercising a demand registration right pursuant to another registration rights agreement to be distributed by Company), that, in its or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transactiontheir opinion, and (B) the managing underwriter of such underwritten offering informs the Company and the Holders in writing of its opinion that the number of securities requested and otherwise proposed to be included in such registration will adversely affect exceeds the success of number that can be sold in such offeringoffering within a price range acceptable to the Company, then the Company will shall include in such registration, up to the extent number of the number securities that the Company is so advised can be sold in such offering: (or i) if the registration is a primary registration on behalf of the Company which is effected during the time ofCP Preference Period and involves the sale of Sprint PCS Stock, (w) such offering: first, such the securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included by the Cable Partners pursuant to incidental registration rights the Cable Partner Registration Rights Agreement (if then in such registration by effect), (x) second, the holder or holders, as the case may be, including the Holders, pro rata on the basis of the number of such securities so proposed to be sold included by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account. (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction(y) third, and (B) the managing underwriter of such underwritten offering shall inform the Company and the Holders in writing of its opinion that the number of securities Eligible Securities requested to be included in such registration will adversely affect by the success Selling Stockholders and (z) fourth, the securities of such offering, then the Company will include other Persons requested to be included in such registration, to ; (ii) if the extent registration is a primary registration on behalf of the number that Company which is effected after the Company is so advised can be sold in CP Preference Period or does not involve the sale of Sprint PCS Stock, (or during the time ofx) such offering: first, the securities proposed to be included by the Company Company, (y) second, the Eligible Securities proposed to be sold for its own account; and secondincluded in such registration by the Selling Stockholders and, such if the registration involves the sale of Sprint PCS Stock, the securities requested to be included by the Cable Partners pursuant to incidental the Cable Partner Registration Rights Agreement each pro rata in accordance with the number of Eligible Securities so proposed to be included (if then in effect), and (z) third, the securities of other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority); and (iii) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or holdersPersons, as (x) second, the case may besecurities proposed to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement (other than the Cable Partner or Cable Partners, including if any, which initiated such secondary registration), (y) third, the Holderssecurities of the Company and the Eligible Securities requested to be included in such registration by the Selling Stockholders, each pro rata on the basis of in accordance with the number of such securities so proposed to be sold registered by all such security holders the Company and the number of Eligible Securities so requested to be included, respectively, and (z) fourth, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; and (iv) if the registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities which is effected after the CP Preference Period or does not involve the sale of Sprint PCS Stock, (w) first, the securities proposed to be included by such other Person or Persons, (x) second, if such party exercising demand registration rights is a Cable Partner, then any other Cable Partners exercising incidental registration rights pursuant to the Cable Partner Registration Rights Agreement, (y) third, the securities of the Company, the Eligible Securities requested to be included in such registration by the Selling Stockholders and, if the registration involves the sale of Sprint PCS Stock but the party exercising demand registration rights is not a Cable Partner, the securities requested to be included by the Cable Partners pursuant to the Cable Partner Registration Rights Agreement, each pro rata in accordance with the number of securities proposed to be registered by the Company and the number of Eligible Securities and other securities so requested to be included, respectively, and (z) third, the securities of any other Persons requested to be included in such registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered; (provided, however, that if the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of PCS Stock proposed to be included in such registration by the Company, the proceeds with respect to which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority). Notwithstanding the aforesaid, if at any time the Company proposes to effect a registration under this Section 1.2 the Selling Stockholders are entitled to 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.